* These examples show how to add Additional Terms to a Cover Page for the Bonterms Mutual Non-Disclosure Agreement (Version 1.0).
* You can delete, replace or add to provisions of the Bonterms Mutual NDA.
* These are examples only. Have legal counsel review before using.
| MUTUAL NON-DISCLOSURE AGREEMENT (NDA) | |
| Additional Terms | |
| The following additions to or modifications of the Bonterms Mutual NDA are agreed by the parties and control in the event of any conflicts: | |
| GENERAL | |
|---|---|
| Affiliates | Add to the end of Section 1 (Introduction): Upon notice to the other party, a party may allow its Affiliate to act as a Discloser or Recipient under this NDA, provided that such party remains responsible for compliance by its Affiliate with the terms of this NDA. “Affiliate” means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management. |
| Additional Requirement for Oral/Visual Disclosures | Add as a new second sentence of Section 2 (Confidential Information): For oral or visual disclosures, Discloser must either identify the information as “confidential” or “proprietary” at the time of disclosure or summarize it in writing to Recipient as confidential within a reasonable time after disclosure. |
| Enhanced Security Requirements | Add as a new last sentence of Section 3 (Use and Protection of Confidential Information): Without limiting the foregoing, Recipient will implement and maintain industry-standard administrative, physical, and technical safeguards designed to prevent unauthorized access, use, alteration, or disclosure of Confidential Information. |
| Breach Notice Obligation | Add a new Section 3.1: Recipient will notify Discloser promptly, but no later than 48 hours after Recipient discovers, any unauthorized use, disclosure, or loss of Confidential Information. Recipient will cooperate with Discloser in every reasonable way to help regain possession of such Confidential Information and prevent its further unauthorized use or disclosure. |
| Prohibit All AI Training | Add to the end of Section 3 (Use and Protection of Confidential Information): Recipient will not itself or allow any third party to use any Confidential Information to train or improve any artificial intelligence, machine learning, or large language model (LLM) system of any kind. |
| Extra Precautions for use of Third-Party AI Systems | Add the following sentence to the end of Section 5(a): Recipient will not upload or transmit Confidential Information to any third-party artificial intelligence, machine learning, or large language model (LLM) system unless Recipient first ensures that the provider of the system is subject to binding obligations that (i) prohibit the use of the Confidential Information to train or improve the system and (ii) are otherwise no less protective of Discloser than this NDA. |
| Feedback Clause | Add to the end of Section 4 (Exceptions): In addition, if a party provides feedback to the other party regarding development, improvement or operation of the other party’s products or services, the receiving party may use the feedback without restriction or obligation. All feedback is provided “AS IS” and may not be attributed to the disclosing party without prior written consent. |
| Remove Independent Development Exception | Delete Section 4(d) (Exceptions) which reads: “or (d) it independently developed without using or referencing Confidential Information.” |
| Set Deadline for Return/Destruction of Confidential Information | Replace subpart (b) of the first sentence of Section 7 (Return or Destruction of Confidential Information) with the following: (b) within 30 days, destroy all Confidential Information in Recipient’s possession or control or return it to Discloser |
| Limit Days Confidential Information can be Retained in Backups | Replace the second sentence of Section 7 (Return or Destruction of Confidential Information) with the following: As an exception to part (b), Recipient may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law, but not for longer than 180 days and provided further that this NDA will continue to apply to the retained Confidential Information. |
| Remove Similar Product Development Language | Delete the second sentence of Section 8 (Proprietary Rights) which reads: “Nothing in this NDA prohibits Recipient from developing products, concepts, systems or techniques that are similar to or compete with products, concepts, systems or techniques described in Confidential Information, provided Recipient does not violate any of its obligations under this NDA in connection with such development.” |
| Residuals Clause | Add to the end of Section 8 (Proprietary Rights): Notwithstanding anything to the contrary in this NDA, Recipient's employees may use their unaided memories to retain and use general knowledge, skills, experience and know-how learned during exposure to Confidential Information, provided they do not intentionally memorize it for this purpose. |
| Strict No Assignment | Replace the second sentence of Section 12 (General) with the following: Neither party may assign this NDA without the prior approval of the other party. |
| SPECIAL PURPOSE NDAs | |
| Convert to Unilateral NDA | Replace the first sentence of Section 1 (Introduction) with the following: This Mutual Non-Disclosure Agreement (“NDA”) allows [NAME OF FIRST PARTY] (“Discloser”) to disclose its Confidential Information to [NAME OF SECOND PARTY] (“Recipient”). |
[USAGE NOTES:
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| Remove Similar Product Development Language | Delete the second sentence of Section 8 (Proprietary Rights) which reads: “Nothing in this NDA prohibits Recipient from developing products, concepts, systems or techniques that are similar to or compete with products, concepts, systems or techniques described in Confidential Information, provided Recipient does not violate any of its obligations under this NDA in connection with such development.” |
| Add Job Candidate Provision | Add the following to the end of Section 1 (Introduction): Nothing under this NDA constitutes an obligation on the part of Discloser to offer any type of consulting or employment to Recipient nor to require Recipient to accept any such offer if and to the extent extended by Discloser. |