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  • Jonathan Page

What happens if the other party violates my NDA?

Candidly, it can be difficult to prove a party violated their non-disclosure obligations under an NDA. Even so, a well-drafted NDA will provide you a claim under contract law as well as injunctive relief. Injunctive relief gives the court the power to stop any further disclosures. If you can prove lost business profits because of the illegal disclosure, then that could be source of relief. An NDA also offers deterrence value. Another party is much less likely to overtly steal your valuable information assets if they signed an NDA.

If you have concerns about the misuse of your confidential information, then you can include an audit rights provision in the NDA. Although viewed as aggressive, this provision would give you the right to audit a Recipient’s premises or information databases to confirm compliance with the NDA. This provision is often included when the information shared is highly sensitive. Here is what it might look like:

Audit Right. During the Term and for Survival Period, at the Disclosing Party's three business day's prior written request, the Recipient must provide to the Disclosing Party or its designated agents full access to the Recipient's premises to inspect and audit the relevant books, records, procedures, and practices of the Recipient to verify the Recipient's compliance with the terms and conditions of this Agreement. The Disclosing Party will conduct an audit only during the Recipient's normal business hours and in a manner that does not unreasonably interfere with the Recipient's business operations.”

If you need an NDA today, don't wait. You can have one in minutes (not weeks) and it will be fully-customized to your specific deal. Our NDAs are always free. No catch. No gimmick.It’s our give back.

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