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Essentials of Non-Disclosure Agreements (NDAs)
Highest Rated
Rating: 4.5 out of 5(1,575 ratings)
8,493 students

Essentials of Non-Disclosure Agreements (NDAs)

The Who, What, When, Where, and How of the World's Most Common Business Contract
Highest Rated
Created byAltaClaro Learning
Last updated 6/2019
English
English [Auto],Japanese [Auto],

What you'll learn

  • The purpose of an NDA
  • The business context of an NDA
  • Typical use cases for an NDA
  • Key provisions in an NDA
  • Form and structure of an NDA
  • How NDAs fit with LOIs, term sheets, and agreements

Explore related topics

Course content

2 sections • 14 lectures • 30m total length

  • Introduction and Overview1:55

    (Note: this class is for educational purposes. It does not constitute legal advice, nor does it create an attorney-client relationship.)

  • Basics
  • Why, When, and With Whom Do We Need an NDA?3:46
  • NDA Context
  • Timing and Process2:10

    Sign an NDA before sharing information, ideally before any initial discussions or due diligence, and identify the most sensitive data to protect, with the agreement lasting through termination and beyond.

  • Interplay Between NDA and Other Documents (LOIs, Contracts)2:00

    Learn why a standalone non-disclosure agreement is preferred for transactions, outlining its negotiation ease, confidentiality focus, and how to avoid conflicts with term sheets or LOIs.

  • Example (In Context)2:08

    Explore why NDAs matter in software deals between BigTech and LittleTech, protecting confidential information during due diligence and negotiations, and learn the basic form and format for drafting an NDA.

  • Form and Format2:09
  • NDA Format
  • Standard Provisions3:00
  • Parties & Business Purpose1:51

    Explore unilateral and mutual NDAs, focusing on defining the disclosing and receiving parties and crafting a narrowly tailored business purpose for proposed transactions.

  • Lecture 9: Example (In Context)1:47

    Secure a mutual NDA before sharing confidential information with big tech to protect Diane's proprietary methods and intellectual property. Ensure big tech cannot exploit her disclosed information.

  • Definition of Confidential Information1:41

    Explore how NDAs define confidential information, balancing broad scope with exclusions and designations, discuss burden on the recipient, and outline common categories of protected information.

  • CI Definition
  • What's Included in CI4:21
  • What's Excluded from CI2:00

    Outline standard exclusions to confidential information in ndas, including information from a source other than the disclosing party, public-domain or independently developed data, and court-order or required disclosures.

  • Scope of CI1:07

    Define the NDA scope to include confidential information disclosed prior to signing and prior to the effective date, and throughout the term, with obligations lasting until termination.

Requirements

  • Basic familiarity of business relationships and contracting process is helpful

Description

(Note: this class is for educational purposes. It does not constitute legal advice, nor does it create an attorney-client relationship.)

The confidentiality or non-disclosure agreement (NDA) is one of the most common agreements in the business world. In this introductory course, you'll learn about some key provisions, typical contexts, and use cases for NDAs such as acquisitions, employment and consulting arrangements, partnerships, and joint ventures. You'll build a great foundation for learning the topics covered in more advanced courses.

Featuring AltaClaro expert instructors Julie Ryan (Partner, Acceleron Law Group; law professor) and Stephen Kaplitt (Kaplitt Legal Consulting).

Who this course is for:

  • Entrepreneurs looking for a better understanding of NDAs.
  • Business managers and executives looking for a better understanding of NDAs.
  • Law or pre-law students looking for a better understanding of NDAs.
  • Employees or contractors looking for a better understanding of NDAs.

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