The description of this non disclosure letter says that it is less formal and legalistic than a normal non disclosure agreement. Does that mean that it is less valid or in some way less binding?
No. The form of the document - letter or agreement - will not make any difference to its validity, providing the usual criteria for entering into a contract are fulfilled (offer and acceptance, consideration, intention to create legal relations, etc).
For how long do confidentiality obligations continue after termination?
Under the suggested wording, the confidentiality obligations continue indefinitely after termination of the letter agreement. A time limit on such obligations may be appropriate in some cases and can easily be added to the letter agreement.
Does the agreement cover disclosures made before the letter is signed?
Yes, it incorporates optional wording to do this.
We will be disclosing information that is likely to lead to passed on (unauthorised) to others. We can't realistically prevent this, but we do want the company we are disclosing information to to report this. Does the NDA include this kind of reporting obligation?
Yes. Under the NDA, the recipient of the confidential information must promptly advise the disclosor of any unauthorised use or disclosure of the confidential information of which it becomes aware.
What is the function of the data protection clause in the premium confidential disclosure letter?
This is a data processor clause. Under UK and EU data protection law, when a person who controls data (known as a data controller) passes that data to another for processing (the data processor) then there are certain requirements that need to be met. The data processor clause is intended to help with these.
What is the purpose of the publicity provisions in the premium letter?
This optional section can be used to restrict public disclosures that would not in themselves breach the confidentiality provisions. For example, the fact that the two parties are discussing a confidential matter may itself not be confidential - but that does not mean that the parties should be issuing press releases about those discussions. This section may also specify public disclosures that are permitted.
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