Please keep in mind that this is not legal advice. The information provided herein is for educational purposes only. If you believe you require assistance in reviewing, drafting, negotiating, etc. a Confidentiality and Non-Disclosure Agreement, then you are encouraged to seek a professional (e.g. make a post on Dynamic Lawyers). You can contact me directly as well.
As a follow up to one of my first blogs ever on Confidentiality Agreements, I thought I should add a few thoughts seeing as how I’m currently drafting a Confidentiality and Non-Disclosure Agreement as part of Dynamic Lawyers’s new legal forms project.
First, there’s basically two kinds of confidentiality agreements: one-sided and mutual. The one-sided confidentiality agreements are basically in favour of the discloser and at the expense of the recipient. This type of agreement makes sense in certain situations (e.g. the discloser is providing the recipient with proprietary information that is not in the public realm). But there are also mutual types. These allow for both parties to share and be equally responsible for the use and protection of the confidential information they provide each other. This type of agreement is used when parties are examining each other for the purpose of doing a transaction, merging, or engaging in a joint venture (for example).
Moving on, there’s a whole bunch of things that typically go into a confidentiality agreement, namely:
- Background information
- Definition of confidential information
- Definition of what is NOT confidential information
- Term
- Termination
- Who owns the confidential information
- Obligations of recipient of confidential information
- Compelled disclosure
- What happens in case the confidential information is lost or inappropriately disclosed
- Return or destruction of confidential information
- Remedies (e.g. injunctive relief)
- General terms (there are a lot of them, which I won’t get into here)
- Etc.
You may think that entering into a confidentiality and non disclosure agreement is a simple matter, but there are many issues that you need to be aware of. For example, do you want to put stringent timelines on the requirement for the recipient to return or destroy confidential information, or should they be held to a “prompt” or “in due course” standard. Language is everything here!
Be sure to have a lawyer draft or review your confidentiality agreement as it may contain things you didn’t expect like: non-compete or non-solicitation clauses!
In case you’re looking for an Ontario Mutual or One-Sided Confidentiality Agreement, then look no further:
Confidentiality and Non-Disclosure Agreement (Mutual)
This Agreement can be used to restrict both parties’ use and disclosure of confidential information that is being provided to it. If only ONE party is sharing confidential information and want to restrict the other’s use and disclosure of that information, then you can purchase a ONE-SIDED Confidentiality and Non-Disclosure Agreement:
Confidentiality and Non-Disclosure Agreement (One-Sided)
Here’s the sample Video Guide that comes with the Confidentiality and Non-Disclosure Agreement (Mutual):
Here’s the sample Video Guide that comes with the Confidentiality and Non-Disclosure Agreement (One-Sided):
All of Dynamic Lawyers‘ legal forms are lawyer-prepared, simple to read, easy to customize, and only a fraction of the price a lawyer would charge. Also, each legal form comes with a FREE VIDEO GUIDE (watch a useful example of how this legal form can be customized), a FREE DL GUIDE (read helpful information about this legal form), and another FREE DL GUIDE that sheds valuable insight into how legal forms can be challenged. What are you waiting for? Best of all, if you DO need a lawyer and need some legal advice, simply make a post and get FREE quotes from Ontario lawyers focusing on the area of law you require!
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