Non-Disclosure Agreements (General Commercial)

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Finds provisions dealing with rights and formalities of assignment of the agreement. Works best on commercial and corporate agreements. Not recommended for use on Facility agreements or Leases.

This Agreement may not be assigned by either Party without the prior written consent of the other Party. No permitted assignment will relieve Receiving Party of its obligations under this Agreement with respect to Confidential Business Information disclosed to it prior to the assignment. Any assignment in violation of this Section 8 is void. This Agreement is binding upon the Parties' respective permitted successors and assigns.

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Extract 4 only

Finds the definition of "confidential information".

Confidential Information means any data or information that is proprietary to the Information Holder and not generally known to the public, regardless of the medium in which it is recorded or preserved and whether oral, written or otherwise, whenever and however (before or after the conclusion of the Agreement) disclosed, including, but not limited to: (a) any information directly or indirectly related to the Business, including any portion of information that may have no value per se, but is a crucial part of the Business; (b) all plans, business practices, financial information (incl. turnover), projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of the Information Holder, relating to the Business or any other non-public information about the Information Holder that is proprietary in nature; (c) lists of, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans relating to the Information Holder or Business; (d) information and data of whatever nature disclosed by any visit to property owned, used or occupied by the Information Holder; (e) service process, price of services and price formation, discount percentages and formation thereof; (f) management process, structure and ownership of the Information Holder; (g) any information regarding the potential commercial or non-commercial implementation of the Business; (h) any business proposal (including all information contained in or related to it) made by the Information Holder to the Partner; (i) any concepts, product or service ideas or plans, reports, (technical) data, know-how, research, works-in-progress, databases, software codes and designs, algorithms, developments, inventions, patent applications, licenses, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, hardware configuration information, information and trade secrets related to the Business or the Information Holder; (j) agreements with Third Parties and information related thereto, and lists of, or information relating to, employees and consultants of the Information Holder (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants); (k) the existence of the Agreement, the fact that the Confidential Information has been made available to the Partner and that discussions or negotiations are taking place between the Parties.

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Extract 4 only

Finds the provision that informs a party that no guarantee or promise regarding the product, service, accuracy of information or the like is being provided by the disclosing party.

All Confidential Information is as is and without any warranty, including but not limited to any warranty regarding its accuracy, completeness, performance or non-infringement of third party rights or fitness for particular purpose and the Partner assumes full responsibility for all conclusions derived from such information.

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Finds the provision that declares the contract to be the complete and final agreement between the parties.

Entire Agreement; Changes and Amendments. This Agreement constitutes the entire agreement between the parties, and supersedes any previous contracts, understandings, or agreements of the parties, whether verbal or written, concerning the subject matter of this Agreement. No amendment to this Agreement shall be valid unless it is made in a writing signed by the authorized representatives of the parties.

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Extract 4 only

Finds the provision or portion of the definition of "confidential information" that sets out the categories of information and circumstances in which information will not be considered confidential information and accordingly will not enjoy the same protection.

Notwithstanding anything in the foregoing to the contrary, the Confidential Information shall not include information which: (a) is or has become generally available to the public other than as a result of a disclosure by the Partner; (b) becomes rightfully known to the Partner from a Third Party not (after diligent inquiry) under an obligation to the Information Holder to maintain confidentiality; or (c) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by applicable law or regulation, to the extent so required by the law or regulation, although the requirements of clause 4.2 hereof shall apply prior to any disclosure;

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Finds the whole clause pertaining to the governing law of the agreement.

This Agreement is made under and shall be construed in accordance with the laws of the Commonwealth of Virginia without regard to its provisions regarding conflicts of laws;

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Position 2 in the Governing law chain

Normalisation in Extract 4 only

Finds the specific name of the governing law of the agreement.

United States | Virginia *

This Agreement is made under and shall be construed in accordance with the laws of the Commonwealth of Virginia without regard to its provisions regarding conflicts of laws;

Position 1 in the Governing law chain

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Finds any type of indemnity given by one party to another, including the type of loss and protocols for enforcing.

Each Disclosing Party shall indemnify and hold harmless the Receiving Partyfor any breach of the foregoing representation and warranty.

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Extract 4 only

 Finds the Confidentiality Agreement's initial term.

THREE (3) years

This Agreement shall expire THREE (3) years after the Effective Date.

Position 1 in the Initial term chain

Extract 4 only

Finds the clause and/or definition which details the initial term of the agreement. 

This Agreement shall expire THREE (3) years after the Effective Date.

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Position 2 in the Initial term chain

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Finds the whole clause identifying the courts with the power to hear a dispute.

Each Party agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

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Position 2 in the Jurisdiction chain

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England

Each Party agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Position 1 in the Jurisdiction chain

Extract 4 only

Finds the provision that sets out the obligations of the receiving party to only disclose confidential information to parties if it is reasonably necessary.

Neither party will disclose any Confidential Information of the other party to any individuals or third parties except those directors, officers, employees, consultants and agents of the party receiving the Confidential Information who need the information in order to carry out the discussions of the contemplated business. Each party will inform those directors, officers, employees, consultants and agents to whom Confidential Information of the other party is disclosed or who have access to Confidential Information of the other party of this Non-Disclosure Agreement and will, upon request, promptly notify the other party in writing of the names of each person who has such Confidential Information or access.

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Finds provisions on how general notices should be served upon a party and permissible forms of communication.

Notices. All notices and other correspondence related to this Agreement shall be in writing and shall be delivered by: (i) certified mail with return receipt, (ii) hand delivery with signature or certification, (iii) fax transmission if verification of receipt is obtained, or (iv) email with return receipt, to the designated representative of the party as indicated in section 1 above. Notice shall be deemed effective on the date received. A party may change its designated representative for notice purposes at any time by written notice to the other party.

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Extract 4 only

Finds the provision that sets out the obligations of the receiving party to notify the disclosing party in the event that it is compelled to disclose information to a third party, as well as any obligations to mitigate such disclosure or assist the disclosing party in obtaining protective orders to restrict such disclosures.

Should the Partner be required by law, any court of competent jurisdiction, stock exchange rules or any other rules and regulations (including regulatory requirements) to make any disclosures otherwise prohibited under the Agreement, the Partner shall promptly (and, in any event, before complying with any such requirement) notify the Information Holder in writing of the same and of the action which is proposed to be taken in response, and consult with and assist the Information Holder in seeking a protective order or other appropriate remedy, in each case to the extent possible and allowed under applicable law. In any case, the Partner shall disclose only that portion of the Confidential Information that the Partner is required by the applicable law and shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information.

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Extract 4 only

Finds the provision that sets out the obligations of the receiving party to either return or destroy the disclosed confidential information in specified instances. 

Return of information 5.1. The Partner shall immediately upon a) receiving a written request from the Information Holder, and b) the last day of validity of the Agreement; return and redeliver to the Information Holder all tangible material embodying Confidential Information and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval. If such copies cannot be returned, then the Partner must make all actions to ensure its deletion and provide such evidence to the Information Holder. 5.2. In case of the termination of this Agreement or upon receiving a written request from the Information Holder, the Partner shall not retain any copies or extracts related to the Confidential Information and shall destroy all Confidential Information (including, but not limited to written documents and/ or digital files).

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Extract 4 only

Finds and extracts each piece of information for a single party from a full party clause. The party information will be arranged on the review form in the order of (1) party name (2) party definition, (3) party number (4) party address separated by the | character

Name: Steny & Walton | Definition: Disclosing Party | Address: Liberty Plaza, NY | Number: 

Name: Akme, Inc | Definition: Recipient | Address: One Street, Pear Tower, 14th Floor, San Francisco, CA 94105 | Number: 

by and between Steny & Walton, a limited liability company, with offices at Liberty Plaza, NY, NY, (the  “Disclosing Party”) and Akme, Inc., with offices at One Street, Pear Tower, 14th Floor, San Francisco, CA 94105 (the "Recipient") each a “Party,” and together, the “Parties”.

Position 1 in the Parties chain

Extract 4 only

Finds and extracts each piece of information for a single party from a full party clause. The party information will be arranged on the review form in the order of (1) party name (2) party definition, (3) party number (4) party address separated by the | character. 

Name: Steny & Walton | Definition: Disclosing Party | Address: Liberty Plaza, NY | Number: 

Name: Akme, Inc | Definition: Recipient | Address: One Street, Pear Tower, 14th Floor, San Francisco, CA 94105 | Number: 

by and between Steny & Walton, a limited liability company, with offices at Liberty Plaza, NY, NY, (the  “Disclosing Party”) and Akme, Inc., with offices at One Street, Pear Tower, 14th Floor, San Francisco, CA 94105 (the "Recipient") each a “Party,” and together, the “Parties”.

Position 2 in the Parties chain

Extract 4 only

Finds the provision that sets out any duties of a party to adhere to a certain standard to ensure the security of the confidential information.

The Receiving Party will, or procure that its Authorised Representatives who are its directors, officers or employees will, keep the Confidential Information safe in a secure place and properly protected against theft, damage, loss and unauthorised access (including, but not limited to, access by electronic means) and, without prejudice to the foregoing, will take all reasonable steps to keep the same confidential and exercise in relation to the Confidential Information no lesser security measures and degree of care as it applies to its own confidential information.

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Extract 4 only

Finds the clause or portion of the Miscellaneous clause which compels specific performance by one party in order to remedy any breach of terms of the agreement.

Each Party acknowledges and agrees that damages alone would not be an adequate remedy for a breach of this agreement or breach of confidence and that the other Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this agreement or breach of confidence.

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Finds provisions on how the contract ends, and procedure that must be followed. Does not find Effects of Termination. Works best on commercial and corporate agreements. Not recommended for use on Facility agreements or Leases.

Either party may terminate this Agreement, without cause, by giving sixty (60) days' written notice to the other party. Termination of this Agreement for any reason shall not relieve a party from its obligations incurred prior to the termination date. In the event of any default of this Agreement, the non-defaulting party, upon written notice to the defaulting party, may terminate this Agreement as of the date specified in the notice, and/or may obtain such other and further relief as may be provided by law, including injunction or restraining order as required to prevent unauthorized disclosures of CI; and, in any such action, it shall be presumed that a breach, or threatened breach, of this Agreement will result in irreparable harm to the non¬ defaulting party. Within fifteen (15) days following agreement termination, each party shall return to the other all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the CI, or shall confirm to the Disclosing Party, in writing, the destruction of such materials, provided, that, a party may retain one copy of CI in its legal counsel’s confidential files for the sole purpose of establishing compliance in any action arising hereunder.

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Extract 4 only

Finds the clause that stipulates the various obligations/undertakings of the receiving party in relation to how confidential information can be used or should be treated.

Recipient Obligations. The Recipient shall protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Recipient would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, including without limitation, to reverse engineer, disassemble, decompile or design around confidential intellectual property; not disclose any such Confidential Information in relation to the Purpose and are informed of the obligations hereunder and agree to abide by the same. Recipient will promptly notify the Disclosing Party of any unauthorized disclosure of Confidential Information or other breaches of this Agreement.

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