This is an extract of our Confidentiality Agreements document, which we sell as part of our Private Acquisitions Notes collection written by the top tier of Cambridge And Oxilp And College Of Law students.
The following is a more accessble plain text extract of the PDF sample above, taken from our Private Acquisitions Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:
CONFIDENTIALITY AGREEMENTS Why are Confidentiality Agreements needed?
1. Protect commercial position?
ensures confidential information is only used in connection with the proposed purpose ("permitted purpose") ensures certainty and contractual remedies in the event of breach
2. Written down?Clarity of obligations Clarity of remedies Clarity of confidentiality
3. No statutory framework to protect confidential information?
Both parties know where they stand. Do not have to rely on the equitable duty not to take advantage where you come into contact with confidential information and you knew or ought to know it was confidential information.
4. Keep the deal and its terms secret?
prevent causing unrest with employees and third parties (such as suppliers and customers) which may disrupt Business. if the acquisition fell through, the terms on which S would be willing to sell would weaken their negotiating position with any other potential Bs.
5. Protect clients, customers and employees being solicited
Limitations??There is no guarantee that breach will not occur Hard to monitor the information and any possible breaches. Money is unlikely to adequately replace damage to Business. Difficult to prove - how do you prove the other party is using the confidential information? Do they even know they're using it?
Injunction is of limited use - used after Breach and may be too late.
How else can the parties manage confidential information??Restrict recipients Record of who has what, how many copies, and when it is to be handed back Process to record oral confidential information
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