* These examples show how to add Additional Terms to a Cover Page for the Bonterms Mutual Non-Disclosure Agreement (Version 1.0) or the Signable Version of the Mutual NDA.
* 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: | |
| Affiliates | Add to the end of Section 1 (Introduction): Upon notice to the other party, a party may allow one or more of its Affiliates to act as a Discloser or Recipient under this NDA, provided that such party remains responsible for compliance by its Affiliates 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 Requirements for Oral/Visual Disclosures | Add as a new second sentence of Section 2 (Confidential Information): Information disclosed orally or visually constitutes Confidential Information only if Discloser identifies it as "confidential" or "proprietary" at the time of disclosure or summarizes it in writing to Recipient as confidential within 30 days after disclosure. |
| Enhanced Security Requirements | Add to the end 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 to the end of Section 3 (Use and Protection of Confidential Information): Recipient will notify Discloser promptly (but in no event more than 48 hours) after discovering 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, and will not permit 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 to the end of Section 3 (Use and Protection of Confidential Information): 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. |
| Remove Independent Development Exception | Delete Section 4(d) (Exceptions) which reads: “or (d) it independently developed without using or referencing Confidential Information.” |
| Expand Representatives to Include Affiliates | Replace the first sentence of Section 5(a) (Representatives) with the following: Recipient may disclose Confidential Information to its employees, agents, advisors, contractors, Affiliates and other representatives having a legitimate need to know for the Purpose ("Representatives"), provided these Representatives are bound by confidentiality obligations no less protective of Discloser than this NDA and Recipient remains responsible for their compliance with 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. |
| Usage Note: If you added the "Affiliates" clause to Section 1, remove the definition from this Additional Term. | |
| Require 30 Days' Notice of Termination | Replace the second sentence of Section 6 (Term and Termination) with the following: Either party may terminate this NDA for any or no reason upon 30 days' prior written notice to the other party. |
| 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) promptly, but in any event within 30 days, destroy all Confidential Information in Recipient's possession or control or return it to Discloser |
| Limit Retention of Confidential Information 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 (i) in accordance with its standard backup or record retention policies, but not for longer than 180 days, or (ii) as required by law, provided in each case 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.” |
| Feedback Clause | Add to the end of Section 8 (Proprietary Rights): 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 party receiving the feedback may use it without restriction or obligation. All feedback is provided "AS IS" and may not be attributed without prior written consent of the party providing the feedback. |
| Residuals Clause | Add to the end of Section 8 (Proprietary Rights): Notwithstanding anything to the contrary in this NDA, Recipient may use, and may permit its employees and other representatives described in Section 5(a) to use, general knowledge, skills, experience and know-how retained in those individuals' unaided memories from exposure to Confidential Information, provided they do not intentionally memorize Confidential Information 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. |
| Job Candidate Provision | Add the following to the end of Section 12 (General): Nothing in this NDA obligates either party to offer employment or a consulting engagement to the other party, or obligates either party to accept any such offer. |