Governing an exchange of information with a mutual non-disclosure agreement

What the mutual non-disclosure agreement template contains

• Identification of the parties and the purpose of the contemplated project.
• The definition of confidential information and its exclusions.
• The obligations of the receiving party, compelled disclosure, then return or destruction.
• No rights granted, duration and compliance with personal data regulations.
• Governing law, the search for an amicable solution and the method of dispute resolution.
• Optional provisions: accuracy, assignment, entire agreement, notices, urgent measures and non-solicitation.

When to enter into the agreement

The template applies from the first exchanges, before a collaboration, a study, a negotiation or an investment. It concerns, in particular, companies in the negotiation phase and project promoters. In addition, a unilateral agreement suffices where only one party discloses information. The references in the document also cover Morocco, the European Union, Spain and France.

Instructions for use

The parties first fill in their identification and the purpose of the project. They then specify the duration of the agreement and that of the confidentiality obligation after its expiry. Next, they choose the governing law, the period for seeking an amicable solution and the court or arbitration. Finally, they keep or delete each optional provision before signing in two originals.

Expected outcome

The mutual non-disclosure agreement thus establishes a written and reciprocal framework before any disclosure. Each party then knows the authorised use, the authorised persons and what happens to the information at the end of the discussions.

Key facts

Limitations

The template covers neither adaptation to the specific case, nor review, nor validation, nor follow-up, which fall within consultations and packages. It includes no representation. Moreover, a penalty clause can only be considered if the governing law allows it and within its limits.

Further reading: International Business Law; Directive (EU) 2016/943 on the protection of trade secrets (EUR-Lex).