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Michelle DelMar, Esq.

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Attorney Michelle DelMar

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Michelle DelMar, Esq., Trademark Attorney, Contract Attorney, Corporation Attorney

 
 
Michelle DelMar, Esq.
 
Small Business Lawyer, Trademark Attorney and Executive Contract Lawyer.
 
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Michelle DelMar, Legal Strategist for Top Growing Businesses, provides information,  guidance and services for small businesses:
 

Taking small businesses From Startup:

to Operation:

and Exit, Sale or Transfer:
 
 

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Michelle DelMar, Esq.

Business Lawyer, Trademark Lawyer and Executive Contract Lawyer

Distributor Agreement Checklist; 19 Issues for Distributor Agreement

Posted by Michelle DelMar, Esq. Jun 25, 2019 7:37:16 PM

Distributor Agreement Checklist; 19 Issues for Distributor Agreement

Tags: Understanding Business Agreements, Confidentiality Agreement Checklist, Distributor Contract, International Business Law, Distributor Agreement Checklist

Distributor Agreement Checklist; 19 Issues for Distributor Agreement

Distributor Agreement Checklist; 19 Issues for Distributor Agreement

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Confidentiality Agreement Checklist

Posted by Michelle DelMar, Esq. Jun 25, 2019 6:16:17 PM

CONFIDENTIALITY AGREEMENT CHECKLIST

Checklist for Confidentiality Agreements ( NDA )

Consider the following important subjects to be addressed in Confidentiality Agreements.   To learn about When Do I need a Confidentiality Agreement?, click here.

1.            Full names and physical address of each party (P.O. box not sufficient).  The individual as well as the company.

2.            Statement regarding whether this involves a contemplated business arrangement, business discussions or existing business relationship.

3.            Describe the consideration offered to create an enforceable Confidentiality Agreement (contracts must have consideration to be binding and enforceable, with limited exceptions).

4.            Clarify tangible and intangible format for information.    

5.            Clarify the required marking on the material, e.g. marked "Confidential" or "Proprietary" or lack of such requirement.

6.            Intended recipient must agree to the following regarding the information:

    a. maintain the secrecy;

    b. shall not disclose;

    c. take all reasonable steps and precautions to preserve;

    d. notify discloser of unauthorized release of Confidential Information;

    e. use the Confidential Information solely [ complete ];

    f. not use any of the Confidential Information for its/her/his own benefit, except as expressly authorized;

    g. not use any of the Confidential Information for the benefit of any third party;

    h. deliver to the Discloser Confidential Information;

    i. acknowledge that all Confidential Information is and will be the sole and exclusive property of the Discloser;

    j. direct Recipient's representatives, agents and employees (Recipient's Representatives), not to, disclose to any person the Confidential Information or any part thereof;

    k. accept full responsibility for any violation of any term of this Agreement made by one or more of the Recipient's Representatives.

7.            Describe exceptions to the Confidentiality Agreement, as required by law.

8.            Provide for Recipient's payment of attorneys fees and costs in event of breach of Confidentiality Agreement.

9.            Provide for period of enforceability of the Confidentiality Agreement.

10.         Provide for intended third party beneficiaries of the Confidentiality Agreement, if applicable.

AND DON'T FORGET THE SIGNATURE OF THE PARTY BOUND NOT TO DISCLOSE!

 

Related Information and Checklists:

When Do I need a Confidentiality Agreement?

Non-Compete Agreement Checklist

 

Want to discuss your business issue?

Click here to schedule a Consultation with an Experienced Boston Business Lawyer / Maine Business Lawyer.

Are you ready to Take the Next Step?

Schedule a Consultation with an

Experienced Business Lawyer today.

Tags: Understanding Business Agreements, Confidentiality Agreement Checklist, Joint Venture Agreement Checklist, Non Compete Agreement Checklist, Selling a Business, Strategies from Business and Trademark Lawyer, Checklists for Businesses, What are Trademarks, International Business Law, NDA

Confidentiality Agreement Checklist

CONFIDENTIALITY AGREEMENT CHECKLIST Checklist for Confidentiality Agreements ( NDA ) Consider the following important subjects to be addressed in Confidentiality Agreements.   To learn about When Do I need a Confidentiality Agreement?, click here. 1.            Full names and physical address of [...]

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Why do I need a Confidentiality Agreement?

Posted by Michelle DelMar, Esq. Jun 25, 2019 6:07:31 PM

WHY DO I NEED A CONFIDENTIALITY AGREEMENT?

     The Simple answer to the question, "Why do I need a Confidentiality Agreement (or NDA)?" is, "BEFORE YOU DISCLOSE ANY PROPRIETARY SECRET."  If you don't want someone else to use the information that you are disclosing, get their promise not to disclose in writing!

     Generally, Confidentiality Agreements, also known as non-disclosure agreements or NDA's, are contracts wherein each party agrees not to disclose and to keep confidential certain information that is disclosed by the other party.  

      The Confidentiality Agreement is often utilized where one party intends to disclose to the other party, confidential, proprietary, information, such as a secret idea, process, service or product.  Such disclosure typically occurs when the disclosing party wants another person and/or company to evaluate the secret information prior to entering into a comprehensive Joint Venture Agreement, Collaboration Agreement or Licensing Agreement.  

The benefits of utilizing a well-drafted Confidentiality Agreement include the following:

     First, the Confidentiality Agreement reduces the risk that the valuable secret information will be disclosed to, and possibly used by, third parties.  If the secret information is disclosed to a third party and such disclosure amounts to a breach of the Confidentiality Agreement, the party that is the owner of the secret information, will have a cause of action for breach of contract and will be able to seek injunctive relief (where the court orders the breaching party to cease disclosure and use) and may also seek monetary damages.

    Second, an important benefit of utilizing a well-drafted Confidentiality Agreement is that it will reduce the risk of forfeiture of your valuable patent rights.  That is, public disclosure may result in your development or secret to be determined, not patentable and patent rights may be forfeited.

     Third, Confidentiality Agreements define in writing, specifically what, if any, information can and cannot be disclosed by the receiving party and when and under what circumstances such disclosure can occur. Typically the disclosing party will prefer the protected information to be as broad as possible and the receiving party will prefer a more narrow protection.

     Fourth, the Confidentiality Agreement may provide for limitations on the receiving party's use of the confidential information, e.g., to be used solely for the purposes of evaluating the specific business opportunity.   

What can be protected by a Confidentiality Agreement?  

    A well-drafted Confidentiality Agreement can protect any information that is disclosed to the other party, such as, processes, recipes, test results, systems, new products, client lists, other trade secrets, etc. 

    It is very important that the receiving party make sure that there are exceptions to the confidentiality provisions set forth in the Confidentiality Agreement, e.g., information that the recipient had prior to the disclosure, information in the public domain, information created by recipient, etc.

    The disclosing party may want to provide provisions within the Confidentiality Agreement that require certain treatment of the material provided.  Again, if reasonable steps are not taken, trade secret protection may no longer apply to the material.

    Also, the Confidentiality Agreement should set forth a time period for the making of disclosures and the period during which confidentiality of the information shall remain confidential and not disclosed.

   Furthermore, Confidentiality Agreements often contain provisions confirming that there is no license granted to the disclosed material, within that agreement, express or implied and that any and all material disclosed shall be returned to discloser upon request.

     Thus, there are many situations where a Confidentiality Agreement is not only appropriate, but essential to business success.  Contact an Experience Business Attorney today for a Free Consultation with regard to your specific circumstances.  

Related Information and Checklists:

Confidentiality Agreement Checklist

Non-Compete Agreement Checklist

 

Want to discuss your business issue?

Click here to schedule a Consultation with an Experienced Boston Business Lawyer / Maine Business Lawyer.

Tags: Publishing Agreement Checklist, Understanding Business Agreements, Confidentiality Agreement Checklist, Independent Contractor or Employee, Joint Venture Agreement Checklist, Non Compete Agreement Checklist, Strategies from Business and Trademark Lawyer, Contracts, What Business Owners Should Know; Corp.'s & LLC's, Licensing Agreement Checklist, What are Trademarks, International Business Law, NDA

Why do I need a Confidentiality Agreement?

WHY DO I NEED A CONFIDENTIALITY AGREEMENT?      The Simple answer to the question, "Why do I need a Confidentiality Agreement (or NDA)?" is, "BEFORE YOU DISCLOSE ANY PROPRIETARY SECRET."  If you don't want someone else to use the information that you are disclosing, get their promise not to [...]

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Understanding Contracts.

Posted by Michelle DelMar, Esq. Jun 2, 2019 11:50:00 AM
International Business Lawyer

Understanding contracts.  What is a contract?

 

GET IT IN WRITING . . . BEFORE YOU COMMIT YOUR VALUABLE MONEY, TIME AND EFFORTS.

A contract is a promise or set of promises, for breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.

Risk. The biggest risk is not having a signed comprehensive contract; the second biggest risks, is in not fully understanding your contract.

Tags: Confidentiality Agreement Checklist, Distributor Contract, Executive Contract, Independent Contractor or Employee, Joint Venture Agreement Checklist, Non Compete Agreement Checklist, Strategies from Business and Trademark Lawyer, Contracts, What Business Owners Should Know; Corp.'s & LLC's, What are Trademarks, International Business Law

Understanding Contracts.

Understanding contracts.  What is a contract?   GET IT IN WRITING . . . BEFORE YOU COMMIT YOUR VALUABLE MONEY, TIME AND EFFORTS. A contract is a promise or set of promises, for breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty. Risk. The [...]

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