The best way to keep information confidential is not to disclose it in the first place, especially when the NDA proposes (as is usually the case) that the counterparty has the privilege not only to verify the confidential information itself, but also to share it with its agents (for example. B.dem financial advisors), their lawyers and accountants on a so-called “need to know” basis. As the circle of informed parties intensifies, the risk of leakage increases due to geometry. As a result, and in accordance with the attitude of the issuer or the objective of keeping its powder dry, there may be two NDAs, or at least one segmented NDA covering two tranches of information. The party`s risk will only lift the curtain at first, and then wait for the final agreement to be signed before the entire slice of information the other party needs is disclosed. This of course carries the risk that the final agreement will have an “out” of due diligence, which is not (in general) good news for the most vulnerable party. As a result, one of the solutions is to make advertisements in the fiduciary service. If the information is particularly sensitive, it is passed on to an independent expert and only to that independent expert who, in turn, can convince the opposing party that, for example, trade secrets are what they represent. Any number of private equity transactions begin with the conclusion of a confidentiality or confidentiality agreement (“NDA”). Suppose a venture capitalist invests in a company`s private equity at the beginning, or two venture capital firms discuss a merger. I`m going to share this on my networking site, it`s really good. Thank you for this information. This free confidentiality agreement (NDA) is itself a simplicity.
The next note is triggered by an NDA that I recently checked. The parties, in an otherwise well-worded NDA, imported a provision that the contract could be assigned by one of the parties without the agreement of the other party. This is, at least in most cases, totally incompatible with the spirit of an NDA. It`s pretty hard to monitor a confidentiality agreement if you know who you`re dealing with. If it turns out that the other is foreign to the initial operation, the police power of the issuer/target can become totally ephemeral. Some of these remarks may appear to be taunts: but there are a number of cases of infringement of the NDA, sometimes accidentally, that have been the subject of heated litigation. . . .