CodersNote | = | A basic outline for an NDA. Borrowing some terms from "TechContracts.com". | |||
CodersNote | = | We start with the basic frame for an Agreement - header, parties, why, sections, signature. | |||
= | [G/NW-NDA/00/Form/Agt.md] | ||||
sec | = | ||||
CodersNote | = | We borrow TechContracts' notion of "Prime" clauses - the business terms. | |||
Prime.Sec | = | {Prime.Ti} {Intro.sec} | |||
Use.Sec | = | {Use.Ti} | |||
IP.Sec | = | {IP.Ti} | |||
CodersNote | = | "Flow" is for the intended movement of information. Confide, Circulate, Copy, Return. Disclosure to a non-party is an unintended risk, handled in the General terms. | |||
CodersNote | = | "Flow" is something like the notion of "Happy Path", what is supposed to happen with information confided by the Provider to the Recipient. Most of the rest is background or risk management. | |||
Flow.Sec | = | {Flow.Ti} | |||
Confide.Sec | = | {Confide.Ti} | |||
Circulate.Sec | = | {Circulate.Ti} | |||
Copy.Sec | = | {Copy.Ti} | |||
Return.Sec | = | {Return.Ti} | |||
ConfInfo.Sec | = | {ConfInfo.Ti} {ConfInfo.Intro.sec} | |||
Include.Sec | = | {Include.Ti} {Include.Intro.sec} | |||
Def.Sec | = | {Def.Ti} | |||
General.Sec | = | {General.Ti} | |||
Misc.Sec | = | {Misc.Ti} | |||
CodersNote | = | English Language defaults (to be moved to the /US/EN/ folder) | |||
Doc.Ti | = | Non-Disclosure Agreement | |||
Why.Ti | = | Whereas: | |||
Among.secs/2 | = | ||||
Among.Ti/2 | = | By and Between: | |||
Among.Def.sec | = | Each a "{DefT.Party}" and collectively the "{_Parties}." | |||
This.sec/2 | = | This {Doc.Ti} (this "{DefT.Agreement}") is made as of {EffectiveDate.YMD} ("{DefT.Effective_Date}"), by and between the {_Parties}. | |||
Why.Ti | = | Recitals | |||
That.sec | = | In consideration of the mutual promises contained in {_this_Agreement} and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the {_Parties} agree as follows: | |||
By.Ti | = | Signature | |||
Note | = | As with "Among," By assumes two parties but you can make more - By.secs={By.secs/3} or 4, etc. | |||
By.0.sec | = | IN WITNESS WHEREOF, the {_Parties} have executed {_this_Agreement} as of the {_Effective_Date}. | |||
By.secs/2 | = |
| |||
CodersNote | = | Section Headings | |||
Prime.Ti | = | Primary Terms | |||
Use.Ti | = | Use of Information | |||
IP.Ti | = | Intellectual Property Rights | |||
Flow.Ti | = | The Flow of Confidential Information | |||
Confide.Ti | = | Scope and Methods of Confiding Information | |||
Circulate.Ti | = | Circulation of Information by Recipient | |||
Copy.Ti | = | Copies of Information Made by Recipient | |||
Return.Ti | = | Return of Information by Recipient | |||
ConfInfo.Ti | = | Confidential Information | |||
Def.Ti | = | Definitions | |||
General.Ti | = | General Terms | |||
Misc.Ti | = | Miscellaneous Terms | |||
CodersNote | = | Examples of Defined Terms as Links: | |||
_Effective_Date | = | Effective Date | |||
_Agreement | = | Agreement | |||
_this_Agreement | = | this {_Agreement} | |||
_Party | = | Party | |||
_Parties | = | Parties | |||
CodersNote | = | These terms are defined "inline" - in the text rather than in the Definitions section. That is a common device, though debatable as a best practice. We can make each use of the defined term link to the place in which the term is defined by using the device of a double include - the Def.Agreement.sec={_Agreement} provides an HTML target called Def.Agreement.sec. | |||
Def.Effective_Date.sec | = | {_Effective_Date} | |||
Def.Agreement.sec | = | {_Agreement} | |||
Def.Party.sec | = | {_Party} | |||