Standard California Non Disclosure Agreement

In some cases, a company subject to your confidentiality agreement may request the right to exclude information that will be developed independently after disclosure. In other words, the company may wish to modify the subsection (b) to read, “b) was independently discovered or established by the receiving party before or after disclosure by the part of the publication.” Do you want to create an NDA in San Francisco, Sacramento, Los Angeles, Fresco, San Diego, San Jose or any other city in California? Use our free forms at no extra cost. As a business lawyer for more than 10 years, I have seen my fair share of unnecessary and unenforceable confidentiality and confidentiality agreements. In general, this seems to happen when individuals choose a form from a book, or now from the Internet, and rely on a size for all. Well, it doesn`t do it for a wide variety of reasons. Know-how does not always refer to secret information. Sometimes this means a certain type of technical knowledge that may not be confidential, but is necessary to accomplish a task. For example, a collaborator`s know-how may be required to train other collaborators in how to make or use an invention. Although know-how is a combination of secret and non-secret information, we recommend that you treat it as a protective trade secret. If you pass on the know-how to employees or contractors, you use a confidentiality agreement. Your relationship with the receiving party is usually defined by the agreement you sign. For example, an employment, licensing or investment agreement. For a stranger, it may seem like you have a different relationship, for example.

B a partnership or joint venture. It is possible that an unscrupulous company will try to take advantage of this appearance and make a third-party deal. In other words, the receiving party can claim to be your partner to gain an advantage from a distributor or a sub-licensed. In order to avoid liability for such a situation, most agreements contain a provision such as this, which excludes any provision other than that defined in the agreement. We recommend that you include such a provision and ensure that it is adapted to the agreement. If you use it z.B in an employment contract, remove the reference to employees. If you use it in a partnership agreement, you insert the reference to partners, etc. You can also insist on the return of all trade secrets that you provide as part of the agreement. In this case, add the following language to the receiving party`s obligations. Although an employer has the right to protect the business secrets of his company, the scope of this protection is limited.