IACCM Contract Management Forum

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2018-01-06 22:53:15

Exception on a NDA

Hi everyone,

I have, like Vladimir Koval, a question regarding the Non- Disclosure Agreement.

Imagine the following situation: you have to issue a standardized Non-Disclosure Agreement to your suppliers, that ultimately your Client will review (and he expect that all documents will look the same). However, some suppliers would be keen on modifying clauses, in order to preserve their own company's interest, which as mentioned could be an issue to your Client at the end, as he is expecting a unique document.
I was therefore wondering when working with multiple suppliers, if the terms of an NDA can me modified for some of them or standardization in this case is the norm.

thanks for any thoughts. I hope I am clear.
 •  PRO Unlimited (Noble Energy)  •   2018-01-08 15:33:22

While standardization may be a noble ambition, achieving it is usually quite difficult. You can improve your odds through the use of mutual NDAs that protect the confidential information of both parties and by having fair and balanced agreements, but expecting all suppliers to sign them as-is may be expecting too much.

Your role is to understand their requested changes and to determine the impact to your company and whether the changes are acceptable, and to advise your internal client accordingly.

Hope that helps. Sincere regards.
 •  CommonAccord.org  •   2018-01-14 10:29:18
Consider whether you might be able to use a "standard" and have each negotiated difference stand out as a specific change. There are a number of ways to do this. The most systematic would be to use a master and generate each of the documents from the master, with a patch for the differences. That's possible in a number of technologies. A broad example is shown here: www.commonaccord.org/index.php
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