Dreadful Drafting: The Do’s And Don’ts Of Non-Disclosure Agreements

by John T. Ramsa

John T. Ramsa

1.1 Dreadful Drafter, the hero of our story, has been told by his employer, DevCo, an Alberta based specialty software developer, that it has started strategic alliance discussions with InterCo, a Texas based distributor of specialty software, and as a result there will be a two way exchange of information. Dreadful Drafter has been asked to prepare a nondisclosure agreement (NDA). He mentally checks off the points that his NDA should cover

(a) What information is to be protected by the NDA;

(b) How can this information be used and by whom;

(c) How will the secrecy of this information be maintained;

(d) How long will the secrecy/restricted use obligations last; and

(e) What dispute resolution mechanism will be used if there is a dispute or misappropriation/misuse of information

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