Core Confidentiality Obligation
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Confidentiality Obligation. The receiving party will hold the Confidential Information in confidence.


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Neutral Non-Disclosure Agreement Confidentiality Obligations
Mutual Comprehensive Obligations
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Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.


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Slight Pro-Provider Exchange Agreements Confidentiality Obligations
Mutual Basic Obligations
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Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.


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Heavy Pro-Providee Exchange Agreements Confidentiality Obligations
Unilateral Basic Obligations
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Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure. [PARTY B] may not disclose Confidential Information[, the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.


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Heavy Pro-Providee Exchange Agreements Confidentiality Obligations
Reference to Separate NDA
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Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].


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Neutral Exchange Agreements Confidentiality Obligations
Non-Disclosure of Agreement Only
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Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.


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Neutral Exchange Agreements Confidentiality Obligations
NDA Confidential + Use + Non-Disclosure + No Copies
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Confidentiality 

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure. The receiving party will not disclose Confidential Information to a third party without the disclosing party's written consent.

No Copies or Recording. The receiving party may not copy, record, or otherwise reproduce the Confidential Information without the disclosing party's written consent.


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Heavy Pro-Provider Non-Disclosure Agreement Confidentiality Obligations
NDA Confidentiality + Use + Non-Disclosure
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Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure. Neither party will disclose Confidential Information to a third party without the disclosing party's written consent.


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Slight Pro-Provider Non-Disclosure Agreement Confidentiality Obligations
NDA Confidentiality + Use
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Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].


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Neutral Non-Disclosure Agreement Confidentiality Obligations
Unilateral Comprehensive Obligations
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Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].


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Heavy Pro-Provider Exchange Agreements Confidentiality Obligations
Gift Acceptance Policy
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Confidentiality 

Confidentiality Obligation. [PARTY A] shall hold in confidence all information it receives from or learns about a donor in connection with reviewing, accepting, and using the donor's Gift ("Confidential Information").

Use Solely for Purpose. [PARTY A] may use a donor's Confidential Information only for the Purpose or reviewing, accepting, and using the donor's Gift.

Non-Disclosure. [PARTY A] will not disclose Confidential Information to a third party without the applicable donor's written consent.

No Copies or Recording. [PARTY A] may not copy, record, or otherwise reproduce Confidential Information without the applicable donor's written consent.


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Neutral Gift Acceptance Policy Confidentiality Obligations
Confidentiality; Feedback
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Confidentiality. The parties hereto have entered into a Mutual Non-Disclosure Agreement ("NDA"), which is incorporated herein by reference, and the Parties agree to keep all information about this agreement confidential under terms of the NDA, including but not limited to the Software, issues and defects discovered, workarounds, fixes, resolutions, performance capabilities, data, tools and methods. Both Parties agree to keep their relationship, this agreement and the name of the other Party strictly confidential until both parties mutually agree to make this relationship and/or this agreement public.


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Confidentiality Obligations
Hold in confidence; keep confidential
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Confidentiality Obligation. The receiving party shall hold the Confidential Information in confidence and shall use the information solely for the Purpose.


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Confidentiality Obligations

About

  • Clause Taxonomy: Confidentiality Obligations
  • Organization: Public
  • Updated: 04/05/2019
  • Rating

Overview

A Confidentiality or Non-Disclosure clause may be included in a wide range of agreements where the parties disclose or provide access to confidential information.

For everything but very low-value and short term agreements, or simple Purchasing Agreements, where there is less need to pass information between the parties, we recommend entering into a separate Non-Disclosure Agreement, and refer to the confidentiality obligations under that NDA here in the basic agreement.

We offer clauses to be used on their own, without a separate NDA, clauses referring to the separate NDA, as well as the core NDA obligation that forms the heart of the NDA.

The clauses meant to be used on their own, without a separate NDA, include greater or lesser degrees (Comprehensive or Basic) of the obligations that an NDA would otherwise handle in separate clauses, including No Copies, Permitted and Required Disclosure, Standard of Care, or No Modifications.

The clauses are also differentiated by whether they are mutual or unilateral.

The key elements to include, and what turn out to be key negotiation points, are:

(a) whether the obligation is mutual or unilateral;

(b) the scope of the information included and excluded;

(c) the extent of the confidentiality obligation, and optionally affirmative obligations to protect the information;

(d) the exceptions to the obligation, including  permitted disclosure to employees and representatives, and disclosure required by law; and

(e) the term of the obligation, if any.