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IACCM Contract Management Forum

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Anonymous
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.
Mathieu
 
 •  PRO Unlimited (Noble Energy)  •   2018-01-08 15:33:22
Mathieu,

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
 
 
 •  Tata Communications  •   2018-02-22 04:33:24
Hi Vladimir,

We have standard NDA template and additional clauses in the clause library if the vendor pushes for Mutual NDA. This helps build the agility in NDA execution. My experience says that we are able to push 80% cases on standard NDA template and the balance needs engagement.
 
 
 •   2018-03-27 17:30:53
If a NDA is well drafted, clear, fair and equitable then it should be signed without issue.

If the client has specific requirements that are reasonable and equitable they should be acceptable to all parties.

If there is an element of inequity or unreasonableness then expect suppliers to push back. The simplest test is "would I sign this on behalf of my organisation": if not, then why expect the other party to sign?

What could be up for discussion: whether the NDA is one-way or mutual? what law and jurisdiction apply? the length/duration of the NDA and of any surviving obligations? whether personal NDAs/statements are required?

I would have concerns if I have received unacceptable terms in an NDA - it wouldn't bode well for any subsequent contract discussions negotiations.
 
 
 •  Health Quest  •   2018-07-12 21:57:19
In my organization we use a Mutual Non-Disclosure and Confidentiality Agreement. I can see where there may be a need for specifics to be outlines, and in that event, I would consider an addendum as a sufficient protocol. The addendum can include the customer specifics that would otherwise present as "sticking points" that tie up getting the project off the ground.
 
 
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