Key considerations and definitions

Confirm the parties to the agreement

Consider which people and / or entities will be party to the agreement, and whether one party or multiple parties will be disclosing confidential information.

Background

Describe each party and why they intend to enter the NDA, and the purpose of sharing the confidential information

Interpretation

Clarify the vocabulary used during the drafting, such as:

• Affiliate.

• Business day.

• Disclosing party.

• Receiving party.

• Representative(s).

• Purpose.

Note: For completeness, a description of the potential business transaction between the parties should be included here. The description does not have to be detailed.

Confidential information

Confirm how confidential information will be defined

Consider:

• Is a general definition or list form appropriate?

• Will any confidential information belonging to group companies be disclosed?

• Will any confidential information be disclosed to group companies?

• Will authorised representatives of the contracting parties be disclosing or receiving information?