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Esign confidentiality agreement template

welcome to which draft this is Jason mark and ermine let me tell you good about today regarding the mutual non-disclosure agreement so you can get a sense of what confidentiality agreements usually consist of and what people negotiate the first thing that you're going to think really hard about with a Comanche agreement is the business purpose right here so what's the reason why you're going to be talking and you want to put that in your agreement in this particular example the whole point is to have a discussion regarding a potential consulting project and that's why confidential information is going to be shared between the parties another thing that you want to make sure you really get into the nitty-gritty on is figuring out when people share confidential information what's going to be confidential and what's not going to be confidential so first and foremost you're going to think a lot about are we going to say that we're gonna mark everything is confidential and if you're gonna do a marking requirement that basically means that the party who's sharing their confidential information it's gonna stamp it with a legend or stamp that says hey this information is mine it is confidential to my company and it cannot be publicly disclosed that allows the other party who receives it called obviously the receiving party to be on guard and know what is confidential and what isn't if however you're going to let somebody come onto your premises or have wide-ranging app access to your office and documents you're probably not going to be able to do a marking requirement effectively because it would take you too long to stamp everything in that case you probably don't want to mark everything and just say everything I have all confidential information of the disclosing party will remain exclusive property of this closing party and that way you don't have to worry about marking the next thing you'll think a lot about is exclusions exclusions just is a way of saying hey what information is not confidential what just isn't covered and you really want to do this for two reasons number one just to be fair so that people aren't shocked by something that they wouldn't have thought is confidential suddenly being confidential and by presenting expectations properly you really establish a nice basis of trust in the contracting relationship number - you really won't get away with it in court if you end up in a litigation dispute over a confidentiality breach if you try and insist on information that's already out there in the public domain that everybody knows about for instance is your confidential information believe it or not it sounds weird but companies will do that on a regular basis so you want to make sure that you're very fair here and that way your agreements much more likely to stand up to scrutiny later if you get into it with a judge or more likely you're just gonna have a debate between your lawyer and their lawyer and you want to make sure that their lawyer is convinced that this agreement really is up to par so typical exclusions are as I mentioned public domain where basically if the information is already out there and the public and people already know it and it wasn't released to the public by the party you gave it to then no dice it's not confidential information another thing would be independently developed so if the party you give the confidential information to they have another employee who's never seen your comfortable information never even heard of your company or the business dealings that their employer had with you and independently developed something that was similar to or like your confidential information particularly usually it's like formulas trade secrets things of that nature and they can prove it through written records created in the normal course of business then hey that's that's okay that's not common information and the other would be third party source where they write rightfully receive something similar to yours from a third party mainly you focus in on your duties with the confidentiality agreement so basically you want to say hey you're not going to disclose it to anyone else non-disclosure you're gonna make sure you use it just for the purposes the business purpose that we mandated here and you're not gonna share it with every employee you have it's just gonna be more on a need-to-know basis you'll advise all of your employees to say hey you need to respect the anon disclosure obligation and if they need to disclose anything you give to them to their agents and subcontractors such as their attorneys or their accountants or temp staffing who help them out you want to make sure that they really are on the ball with making those people sign up to the non just closure obligation you want to get noticed as soon as there's a breach and you want to get all the confidential information returned when the deal is over lastly you want to make sure that if the government or any legal entity requires them to disclose your confidential information in court you want to get noticed ahead of time so you can apply to have it protected that's confidentiality agreements in a nutshell hope that's helpful to you and have fun using witchcraft