Contract Negotiation Playbook
Legal Text View
Issue Description
Text - Standard
Text - Compromise
Text - Give
Exclusions from definition of Confidential Information
This Agreement imposes no obligations with respect to information which: (i) was in Recipient’s possession before receipt from Discloser, (ii) is or becomes a matter of public knowledge through no fault of Recipient, (iii) was rightfully disclosed to Recipient by a third party without restriction on disclosure or (iv) is independently developed by Recipient without use of, reference to, or reliance upon, the Confidential Information.
(iii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source is not known by the Receiving Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information
(iii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source is not known by the Receiving Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information
Purpose for use of Confidential Information
Recipient may use Confidential Information only for the purpose of internal evaluation of whether to enter into a business relationship with Discloser and to carry out such business relationship if the parties agree to a definitive written agreement that does not expressly supersede this Agreement.
the exploration of internal business service opportunities
the exploration of internal business service opportunities
Whether Confidential Information may be shared with anyone outside of employees of Coda/the counterparty
Recipient shall: . . . not divulge any Confidential Information to any party (other than to its direct and indirect wholly owned subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”) as set forth below); . . . . Any Representative given access to any Confidential Information must have a legitimate “need to know” and Recipient shall remain responsible for each such person’s compliance with the terms of this Agreement.
Recipient shall: . . . not divulge any Confidential Information to any party (other than to its agents, advisors, attorneys, accountants, employees or contractors (collectively, “Representatives”) as set forth below); . . . . Any Representative given access to any Confidential Information must have a legitimate “need to know” and Recipient shall remain responsible for each such person’s compliance with the terms of this Agreement.
who are bound to maintain the confidentiality of the Confidential Information by obligations that are comparable to those in this Agreement
Term of NDA
This Agreement shall continue in effect until terminated by either party upon written notice to the other party
The terms of this letter agreement will expire three (3) years from the date first written above.
This Agreement shall continue in effect until the earlier of (i) termination by either party upon written notice to the other party or (ii) five years from the Effective Date.
How long obligations survive post-termination or expiration
Recipient’s obligations with respect to Confidential Information under this Agreement expire one (1) year from the date of termination or expiration of this Agreement.
Recipient’s obligations with respect to Confidential Information under this Agreement expire two (2) years from the date of termination or expiration of this Agreement.
Recipient’s obligations with respect to Confidential Information under this Agreement expire three (3) years from the date of termination or expiration of this Agreement (except that with respect to any trade secrets the obligations shall remain in effect until such trade secrets are no longer protected as such under applicable law).
Retention rules
Notwithstanding the foregoing, Recipient and its Representatives may retain Confidential Information to the extent necessary to comply with any laws.
Notwithstanding the foregoing, Recipient and its Representatives may retain Confidential Information to the extent necessary to comply with any laws or document retention policies.
to the extent:
(A) required to defend itself in any proceeding being brought or threatened against it at the time the Confidential Information must be returned or destroyed;
(B) required for its own reasonable internal credit, risk, insurance, taxation or record-keeping purposes;
(C) it is contained in back up tapes made by the Recipient in the ordinary course of its business which are not capable of ready search and deletion; or
(D) it is an electronic record made by the Recipient in the ordinary course of its business which is captured by automated document retention procedures designed to allow the Recipient to comply with document retention Laws.
Governing Law
This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. The jurisdiction and venue for any action arising out of or relating to the subject matter of this Agreement shall be the state and federal courts located in San Francisco, CA, and both parties hereby submit to the personal jurisdiction of such courts.
This Agreement shall be governed by the laws of the State of [New York/Delaware] and the United States without regard to conflicts of laws provisions thereof. The jurisdiction and venue for any action arising out of or relating to the subject matter of this Agreement shall be the state and federal courts located in [New York, NY/Wilmington, DE], and both parties hereby submit to the personal jurisdiction of such courts.
This Agreement shall be governed by the laws of the State of [XXX] and the United States without regard to conflicts of laws provisions thereof. The jurisdiction and venue for any action arising out of or relating to the subject matter of this Agreement shall be the state and federal courts located in [XXX], and both parties hereby submit to the personal jurisdiction of such courts.
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