A Guide to IT Contracting, 2nd Edition

Chapter 3

Nondisclosure Agreements

CHECKLIST

Form and Type of Agreement

• □ Company’s form or vendor’s form

• □ Unilateral (one-way) NDA

• □ Mutual (two-way) NDA

Definitions

• □ Precise purpose for NDA

• □ Definition of “confidential information”

General Requirements

• □ Marking requirements

• □ Obligation to return and/or destroy

• □ Obligations of confidentiality

  • – Reasonable care

  • – Consistent with internal practices

• □ Internal disclosure of information

• □ Employees

• □ Agents

• □ Subcontractors

• □ Others

• □ Exceptions to confidentiality

  • – No fault or wrongdoing of receiving party

  • – Received from third party

  • – Independently developed

  • – Other exceptions

• □ Procedure for disclosure for subpoena/court order

• □ Opportunity to obtain injunctive relief

• □ Notification ...