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msa_acme_spec.pdfnda_turing_acme.docxsow_delivery_q2.pdfemployee_agmt_us.docxvendor_contract.pdf| # | Clause | Value | Risk | Reasoning |
|---|---|---|---|---|
| 1 | Red Flag 1 | Indefinite and potentially perpetual duration | Section 4 creates indefinite confidentiality obligations tied to trade secret status, which could be perpetual and may be unenforceable. | |
| 2 | Red Flag 2 | No governing law or jurisdiction clause | Complete absence of governing law and jurisdiction provisions creates significant enforceability risks. | |
| 3 | Red Flag 3 | Lack of specific legal remedies | No specific remedies, damages, or injunctive relief provisions specified. | |
| 4 | Penalties | No monetary penalties or damages specified | The agreement contains no specific monetary penalties, liquidated damages, or financial remedies for breach. | |
| 5 | Yellow Flag 1 | Overly broad confidential information definition | Section 1 defines confidential information as 'all information or material that has or could have commercial value' which is extremely broad and lacks sufficient limitations. | |
| 6 | Yellow Flag 2 | Incomplete return/destruction provisions | Section 3 only requires return of materials 'if Disclosing Party requests it in writing' but doesn't include automatic return upon termination. | |
| 7 | Yellow Flag 3 | Missing specific enforcement mechanisms | The agreement lacks specific remedies, injunctive relief provisions, or enforcement mechanisms beyond general confidentiality obligations. | |
| 8 | Heatmap Score | 7 | High risk score due to three critical red flags: indefinite duration, missing governing law, and lack of enforcement mechanisms. | |
| 9 | Term Duration | Indefinite duration tied to trade secret status | Section 4 states confidentiality obligations remain 'until the Confidential Information no longer qualifies as a trade secret' — potentially perpetual duration. | |
| 10 | Purpose & Scope | General confidentiality protection for proprietary information | The agreement states it's for 'preventing the unauthorized disclosure of Confidential Information' but doesn't specify business purpose or context. | |
| 11 | Governing Law | Not specified | The agreement lacks any governing law or jurisdiction clause, creating uncertainty about which courts and laws would apply in case of disputes. | |
| 12 | Related Entities | Disclosing Party and Receiving Party (blank template) | The document is a template with blank fields for party names and addresses. No specific entities, representatives, or affiliates are identified. |
This Non-Disclosure Agreement (the “Agreement”) is entered into on the day specified below between:
PARTNER 1
[Name]
Registered Seat: [insert place of registration]
ID (OIB): [insert ID number], incorporated under the laws of [name of the country]
(“Partner 1”)
and
PARTNER 2
[Name]
Registered Seat: [insert place of registration]
ID (OIB): [insert ID number], incorporated under the laws of [name of the country]
[Insert additional Partners as required]
(“Partner 2” and Partner 1 and Partner 2 together also as the “Parties” or individually the “Party”)
Whereas:
The Parties intend to enter into contractual relationship and cooperation in relation to [specify the subject of the cooperation - PRODUCT, TECHNOLOGY, PROJECT] (“the Purpose”).
Each of the Parties may disclose (the disclosing Party also as the “Discloser”) to the other (the “Recipient”) certain confidential information in connection with the Purpose.
For their mutual protection, the Parties wish to set out the terms and conditions for the use and maintenance of the Confidential Information (as defined below) of the other Party.
The Parties agree as follows:
1. Definition of Confidential Information
1.1. As used in this Agreement, the term “Confidential Information” means any information, disclosed after the effective date of this Agreement, including but not limited to information concerning the products and services, future products and services, business plans, financial information, marketing plans, current operations or research and development of the Discloser or its affiliates, or any third Party proprietary information given to the Discloser or any other information related to the Purposespecifically: (a) trade secrets and technical data; (b) business plans and financial projections; (c) customer lists and supplier terms; and (d) any other information designated as confidential in writing by the Discloser and disclosed by the Discloser or its affiliates to the Recipient or its affiliates and their respective employees, consultants, or agents. Disclosure may take place in written, oral, electronic or any other form of communication.
1.2. Information is not considered Confidential Information if the Recipient proves that such information:
(a) is known to the Recipient before receipt thereof from the Discloser; (b) is publicly available or made public by the Discloser; (c) has been independently developed by the Recipient; (d) has been made available on the basis of public law obligations; or (e) the Discloser has granted prior written consent to publish.
2. Standard of Confidentiality
2.1. The Recipient shall employ the same safeguards to keep the Confidential Information confidential as it employs to safeguard its own trade secrets or other own confidential information, and in no event less than reasonable safeguardscommercially reasonable safeguards consistent with industry standards, including encryption for digital storage and need-to-know access controls, and in no event less than the safeguards it employs for its own confidential information of similar nature and importance.
3. Non-Disclosure
3.1. Except as set forth in Article 4 below, the Recipient will not disclose to any third Party, any part of the Confidential Information, except with the prior written consent of the Discloser.
4. Permitted Disclosure
4.1. The Recipient may disclose Confidential Information to those of its employees, agents and consultants (“Representatives”) to whom such disclosure is made in connection with the Purpose. The Recipient shall be fully responsible for ensuring that its Representatives abide by the terms of this Agreement.
4.2. The Recipient undertakes to limit the number of Representatives with access to the Confidential Information on a need-to-know basis. Third parties can handle the Confidential Information only after obtaining written consent of the Discloser.
4.3. The Recipient may disclose Confidential Information pursuant to law or regulatory obligation if requested by public authority, and shall inform the Discloser immediately.
5. Restrictions on Use
5.1. The Recipient shall use the Confidential Information strictly for the Purpose. The Recipient shall not use the Confidential Information to develop any product competing with or similar in functionality to any product marketed or developed by the Discloser.
6. Disposition of Confidential Information
6.1. All Confidential Information shall remain the exclusive property of the Provider. Upon the End of the Cooperation, the Recipient is obliged to return or delete all Confidential Information from its information systems.
6.2. The Recipient shall, if requested, certify in writing that all originals and copies have been returned or destroyed.
7. Required Disclosure
7.1. The Recipient may disclose Confidential Information required by law, regulation or order of a competent authority, provided that the Recipient provides the Discloser with reasonable advance notice and a reasonable opportunity to challenge the same.
8. Liability
8.1. To the extent permitted by applicable law, the Recipient is not liable for any indirect, incidental, punitive or special damages arising out of breach of this Agreement. The Recipient shall only be liable for any direct damages caused by the Recipient.each Party’s aggregate liability under this Agreement shall not exceed EUR 500,000. This limitation shall not apply to willful breaches of Sections 3 or 5, for which the breaching Party shall be liable for all proven damages including consequential losses.
8.2. The limitations of liability shall not limit the Recipient’s liability for fraudulent acts, willful misconduct or gross negligence.
9. Remedies
9.1. In case of breach of the confidentiality obligation, the damaged Party is entitled to a contractual penalty of EUR [insert value] for each such a breachEUR 50,000 (fifty thousand euros) for each such breach. In addition, the damaged Party shall be entitled to seek injunctive and other equitable relief without the requirement of posting bond.
9.2. The contractual penalty does not affect the damaged Party’s right to damages in excess of the contractual penalty.
10. Data Protection
10.1. To the extent that the Discloser shares personal data with the Recipient, the Recipient shall process such data in compliance with applicable data protection law, including Regulation 2016/679 (GDPR).
10.2. Each Party shall implement appropriate technical and organizational measures to protect personal data. In case of a personal data breach the Parties shall cooperate in good faith.
11. Final Provisions
11.1. This Agreement becomes valid and effective on the day of signature by the last Party (the “Effective Day”).
11.2. The confidentiality obligations set out herein shall apply for a period of [insert duration] years from [insert condition, e.g., the End of Cooperation or the Effective Day]5 (five) years from the End of Cooperation; provided, however, that obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under applicable law.
11.3. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the other provisions shall remain in full force and effect.
11.4. This Agreement constitutes the entire agreement between the Parties related to treatment of Confidential Information and supersedes all prior agreements.
11.5. This Agreement may not be modified unless all Parties agree in writing.
11.6. This Agreement will be governed by and construed in accordance with the laws of the Republic of Croatia.
11.7. The Parties agree to submit to the exclusive jurisdiction of the Commercial Court in [insert court of jurisdiction, e.g., Zagreb, Croatia].
PARTNER 1 PARTNER 2
_________________________ _________________________
Name: [insert legal name] Name: [insert legal name]
Function: [insert function] Function: [insert function]
Date: [insert date] Date: [insert date]
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Dear James, we've completed the NDA review. We identified 5 critical points that need adjustment. Please find the revised version attached with proposed changes.
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Thanks for the quick turnaround. I agree with most changes, but the 3-year duration clause is a problem — our client requires 5 years. Also, the jurisdiction clause needs to be arbitration, not litigation.
Duration adjusted to 5 years with automatic renewal. Jurisdiction changed to AAA arbitration, seated in New York. We also adjusted the liability cap to EUR 750,000 as requested.
Almost there. The client wants to include a 12-month non-compete clause and reduce the contractual penalty to EUR 25,000. Can you adjust?
Non-compete added (12 months, sector-restricted). Penalty adjusted to EUR 30,000 — we recommend not going lower to maintain enforceability. All party data collected and inserted.
EUR 30,000 approved. One last change: I need the termination notice period to be 60 days, not 30.
Notice period changed to 60 days. Final version reviewed and ready. All parties are aligned — forwarding for signature.
Perfect, approved. Please send it for signature.
The revised NDA is ready for signature. Please review and sign the document below.
Non-Disclosure Agreement
This Non-Disclosure Agreement is entered into by the Parties identified below, pursuant to the terms reviewed and approved during negotiation.
PARTY 1
Name: Turing Software Development Ltd.
Reg. No.: 00000000
PARTY 2
Name: James Mitchell Consulting Inc.
Reg. No.: 11111111
Duration: 5 years with automatic renewal. Venue: CCAR Arbitration, London. Non-compete: 12 months. Penalty: EUR 30,000. Termination notice: 60 days.
Document revised as per v5 — all clauses approved by both parties.