SHIP NETWORK CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
Review and Suggestions for Redlining
- Definition of Confidential Information:
- Suggestion: Consider adding a provision stating that any oral or visual disclosures of Confidential Information should be confirmed in writing within a specified period to avoid disputes over what information is considered confidential.
- Non-Disclosure and Limited Use:
- Suggestion: Specify that the Recipient’s obligation to hold the Confidential Information in confidence applies for an indefinite period, rather than limiting it to the three-year duration mentioned later in the agreement.
- Suggestion: Clarify the scope of the Recipient’s obligation to ensure that the Confidential Information is only disclosed to individuals who have a need to know and who are bound by similar confidentiality obligations.
- Suggestion: Include a provision requiring the Recipient to promptly notify the Discloser in the event of any unauthorized disclosure or suspected breach of the Agreement.
- Suggestion: Consider including a provision that requires the Recipient to promptly return or destroy all Confidential Information upon request or upon termination of the Agreement, including any copies or reproductions thereof.
- Ownership:
- Suggestion: Clarify that the Discloser retains all intellectual property rights in the Confidential Information, including any modifications, enhancements, or derivative works created by the Recipient.
- No Obligation to Proceed with Discussions:
- Suggestion: Include a provision stating that either Party has the right to terminate the discussions or negotiations at any time, without specifying the reasons for termination.
- Competitive Activities:
- Suggestion: Add language clarifying that the Recipient agrees not to use the Confidential Information to directly compete with the Discloser’s products or services during the term of the Agreement and for a specified period after its termination.
- No Warranty:
- Suggestion: Consider including a provision disclaiming any liability or responsibility for the accuracy, completeness, or usefulness of the Confidential Information provided by the Discloser.
- Duration; Termination:
- Suggestion: Specify that the obligations regarding the Confidential Information will survive indefinitely, even after termination of the Agreement, to the extent necessary to protect the Discloser’s rights.
- Remedies:
- Suggestion: Add a provision specifying that the Discloser is entitled to seek monetary damages, in addition to injunctive relief, for any breach of the Agreement by the Recipient.
- Return of Materials:
- Suggestion: Specify the timeframe within which the Recipient must return or destroy the Confidential Information upon request or termination of the Agreement.
- Miscellaneous:
- Suggestion: Consider adding a provision governing the resolution of disputes arising from the Agreement, such as a requirement for mediation or arbitration.
- Suggestion: Clarify any specific laws or jurisdiction that apply to the interpretation and enforcement of the Agreement.
- Suggestion: Include a severability clause to ensure that if any provision of the Agreement is deemed invalid or unenforceable, the remaining provisions remain in full force and effect.
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