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A confidentiality agreement should include the names and addresses of the parties to the contract. Consider also including: Reason for the agreement: Explain why youre sharing this information. The information disclosed: Be specific about the subject matter and what exactly is included in the agreement.
Whether or not the overall agreement has a definite term, the parties nondisclosure obligations can be stated to survive for a set period. Survival periods of one to five years are typical. The term often depends on the type of information involved and how quickly the information changes.
Its been known to happen you send confidential material, only to realize later that you forgot to send an NDA. You can calmly ask the person to sign one retroactively, and hopefully, they will agree.
Confidentiality agreements are sometimes put in place at a later date than the date they are actually drafted thus memorializing a prior agreement. Again, backdating of such an agreement is entirely appropriate.
In other common law jurisdictions, backdating NDAs is generally permissible, provided that the backdating accurately reflects the intentions of the parties and does not mislead or defraud any third parties.
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The key elements of Non-Disclosure Agreements: Identification of the parties. Definition of what is deemed to be confidential. The scope of the confidentiality obligation by the receiving party. The exclusions from confidential treatment. The term of the agreement.
If the agreement is reached at a date earlier than the documents date, the purpose is to memorialize it; but if the agreement was not reached until the date, backdating is a misrepresentation. Seemingly innocuous backdating can become illegal and inappropriate fabrication because of this ambiguity.

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