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Non-disclosure agreements shouldn’t be riddled with surprises. This white paper walks you through the 10 clauses that make—or break—an NDA, showing what each party should insist on and why.
Verify that the definition of “Confidential Information” is clear, specific and not over-reaching
Check that use-purpose and “need-to-know” disclosures are tightly limited—and audited if necessary
Flag missing security, breach-notification or employee-liability clauses in seconds
Ensure obligations survive termination and require certified return / destruction of all data
Confirm balanced carve-outs for pre-existing knowledge, independent development and legally compelled disclosure—without drowning in redlines
The 10 critical NDA clauses: definition of confidential info, recipient obligations, audit & enforcement rights, termination safeguards, employee/agent liability, data-security controls, standard exclusions, legally required disclosures, “reasonable endeavours” compliance, and warranties of lawful disclosure
Practical drafting tips—e.g., require destruction certificates that cover backups and cloud storage, and qualify compliance with “reasonable endeavours” to avoid strict liability
Red-flag examples like unchecked “permitted purpose” language or unlimited liability for innocent breaches
Side-by-side guidance for disclosers vs. recipients, so you know exactly where your leverage lies
A quick-reference checklist to stress-test any NDA before you sign
Tired of NDAs that leave you exposed? Download the white paper and see how ContractProbe turns confidentiality risk into structured clarity—in minutes.
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