quote:

Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into in order to evaluate and potentially enter into a employment agreement or employment relationship (the “Purpose”), the company for itself and its subsidiaries, and the other party identified below hereby agree:

1. This agreement is effective as of today's date (“Effective Date”).

2. the company (the “Discloser”) may disclose to the other party (the “Recipient”) oral or written information pertaining to the Purpose that the Discloser considers confidential (“Confidential Information”).

3. Recipient may use Confidential Information only for the Purpose. Recipient must use its best efforts to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. Recipient may share Confidential Information with its attorneys or tax preparers who need to know it and only if they have agreed with either party in writing to keep information confidential.

4. Confidential Information does not include information that: (a) was known to Recipient without restriction before receipt from Discloser; (b) is publicly available through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; or (d) is independently developed by Recipient. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party unless a court orders that the other party not be given notice.

5. This agreement will terminate one (1) year from the Effective Date, however, this agreement’s provisions will survive as to Confidential Information that is disclosed before the effective date of termination.

6. Unless the parties otherwise agree in writing, Recipient’s duty to protect Confidential Information expires five years from disclosure.

7. This agreement imposes no obligation on either party to proceed with any employment agreement or employment relationship.

8. No party acquires any rights related to the Confidential Information under this agreement except the limited rights necessary to use the Confidential Information for the Purpose.

9. This agreement is not assignable or transferable by either party without the prior written consent of the other party.

10. This agreement is the parties’ entire agreement on this topic, superseding any prior or contemporaneous agreements. Any amendments must be in writing and signed by both parties. The parties may execute this agreement in counterparts, which taken together will constitute one instrument. Failure to enforce any of provisions of this agreement will not constitute a waiver

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Originally posted by CoolRich59:

But, to focus on your primary concern: To be considered confidential, any documentary info should be marked confidential; any non-tangible or oral info should be identified as confidential and confirmed in writing prior to disclosure.

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Originally posted by Aeteocles:
... there's no common law rule that the confidential information must be identified as confidential at the time of disclosure or otherwise.

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Originally posted by RoverSig:
Agree with those who think it is not that big a deal.

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Originally posted by Aeteocles:

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Originally posted by CoolRich59:

But, to focus on your primary concern: To be considered confidential, any documentary info should be marked confidential; any non-tangible or oral info should be identified as confidential and confirmed in writing prior to disclosure.

NDA's are entirely contractual. Unless there's some specific statute in the OP's jurisdiction that requires it, there's no common law rule that the confidential information must be identified as confidential at the time of disclosure or otherwise.

The OP should retain competent legal counsel in his jurisdiction if he has legitimate concerns regarding his knowledge base and what it means to be an employee. The concerns expressed by the OP are beyond the scope of this NDA--he needs to talk to an attorney about what will likely come next: the Invention and Original Works Assignment Agreement.

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Originally posted by nasig:
I'd have no concerns about it. Generally unenforceable except perhaps in the most egregious situation which presumably you would not be involved in.