Preliminary Agreement and Confidentiality Undertaking
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Download our Preliminary Agreement and Confidentiality Undertaking template in Word format. This document is located in the Intellectual Property chapter of Edilex's catalogue of Contract Templates.
Introduction
When two businesses wish to collaborate to launch a project, they engage in a process filled with many pitfalls, including the mutual disclosure of confidential information. To put this process on the right path from the start, it is vital that it be organized in a way which creates the confidence and efficiency required for its successful completion. The document used for this purpose usually takes the form of a MOU (Memorandum of Understanding).
This document establishes the legal framework for this first milestone of the process of launching a collaborative project.
Description
The Non-disclosure Agreement is the legal instrument by which two parties establish rules governing the confidentiality of their communications, in order to study the possibility of collaborating for the realization of any project. This is a "mirror" agreement, as the parties to the agreement generally contract, in this preliminary phase, the same obligations toward each other.
Use
We recommend the use of this document to govern the preliminary discussions between two parties wishing to establish a collaboration, but who also need to protect the confidentiality of information that is disclosed in this context. In the absence of such an agreement between the parties, there is a danger that some unprotected private information will be released to the public, which may compromise any subsequent attempt by either of them to claim a property right in the information disclosed and the fruits thereof.
In the event that it is only one of two parties who disclose information of a confidential nature, we recommend using of the Confidentiality Undertaking (see document H01.200 of the Business Precedents).
Table of Contents
10.01 Acknowledgement
10.02 Disclosure of the Confidential Information
10.03 Exclusive Ownership of the Confidential Information
10.04 Prohibition
10.05 Disclosure according to the Representatives’ needs
10.06 Protection of the Confidential Information
10.07 Identification of the Confidential Information
10.08 Reproduction of the Confidential Information
10.08.01 Consent
10.08.02 Confidentiality Notice
10.09 Non-disclosure
10.09.01 Undertaking
10.09.02 Exception
10.10 Non-use
10.11 End of the Evaluation
11.00 SPECIAL PROVISIONS
11.01 Liability
11.02 Force Majeure
11.02.01 No Default
11.02.02 Duty
11.02.03 Rights of Other PARTY
12.00 GENERAL PROVISIONS
12.01 Notice
12.02 Dispute Resolution
12.02.01 Good Faith Negotiations
12.02.02 Mediation
12.02.03 Arbitration
12.03 Election
12.04 Counterparts
12.05 Amendment
12.06 Waiver of Rights
12.07 Electronic Transmission
12.08 Language
13.00 TERMINATION
14.00 EFFECTIVE DATE
14.01 Retroactivity
14.02 Execution
14.03 Deferral
15.00 DURATION
15.01 Evaluation
15.02 Survival
16.00 SCOPE
