Confidentiality and non-disclosure agreements

This webinar provides a practical overview of confidentiality and non-disclosure agreements, explaining their purpose and legal framework and examining the key provisions commonly found in NDAs and confidentiality clauses. It will highlight common drafting pitfalls and negotiation issues, while offering practical guidance on using NDAs effectively in commercial transactions and business relationships.

Topics covered include:

• Purpose and commercial importance of confidentiality obligations
• When an NDA should be used
• Unilateral and mutual NDAs
• Stand-alone NDAs versus confidentiality clauses
• Defining confidential information
• Information commonly excluded from protection
  • Public domain information
  • Pre-existing knowledge
  • Independently developed information
• Permitted disclosures
  • Employees and advisers
  • Legal and regulatory disclosures
• Obligations of the receiving party
• Use restrictions and purpose limitations
• Duration of confidentiality obligations
• Return and destruction of confidential information
• Remedies for breach
  • Injunctions
  • Damages
• Confidentiality in corporate transactions
  • Due diligence
  • Heads of terms
  • Sale agreements
• Confidentiality and employees
• Confidentiality and intellectual property
• Common drafting errors and negotiation points
• Practical examples and case studies