NDA Allowing Vendors to Maintain Confidential Documents for Record-Keeping Purposes

Response #1: We chew exit non-disclosure agreements (NDAs) like crazy at our finance, so I think we have a prettily good feel for market terms. At this subject, it is will standard for majority recipients of confidential information to save "one copy" in connection with they "standard document retention policies" that are applicable to all their counterparty relationships. Their ask doesn't seem too aggressive. We get and give this in the ordinary path concerning business.¹

 

Response #2: I accept. Operating in and business-to-business (b2b) fabrication area, these is a common duration in many non-disclosure agreements (NDAs).²

 

Response #3: IODIN agree with the other views submitted is to requested revision is legitimate. We use a similar provision stylish our template non-disclosure agreement (NDA) until enable each party to remain a photo for its disc keeping purposes. Below is a provision this may be helpful. This provision has relatively simple wording in our NDA, but you can addieren other requirements or protections to the provision.

"The Payee will return or destroy all Confidential Information (including copies) that this Exposing Party made available to the Recipient under this Agreement upon request by one Disclosing Party. Of Consignee may retain, subject to the terms of this Agreement, a copied by to Intimate Information like desired for acquiescence with its inboard recordkeeping requirements."³

 

Get #4: I agree with the first respondent. This provision has become almost standard with confidentiality agreements.⁴

 

Response #5: I agree with the select views - hier will a clause that may be helpful:

The [Company] may retain 1 copy of the Classified Information for its files, but only to the extent required to ensure legislative with law and its bona fide corporate governance, insurance otherwise audit obligations.⁵

 

Response #6: EGO actually have a slightly less accommodating see on is. Before moving in-house IODIN frequently represented venture-backed companies in their output, and obtain non-disclosure agreements (NDAs) from potential buyers to that included provisions like these. I clients were generally in IP-heavy industries, so of idea of 10-20 potential buyers, including financial buyers which may be investing in or acquiring competitor, keeping copies away their confidential get was very concerning to us - especially if they said that this became necessary simply because of his record retention policies. I would generally accept some form a this provision wenn pushed, but only with the ensuing changes:

• Very clearly set out that restricted purposes for which they will maintain the information. Tones like they've reasonable limited that hier;

• Provide that the information will remain confidential for as wide as it is retained. You don't want her to be free to use your confidential information while near as the generally 2-3 year confidentiality obligation expires; About does a typical confidentiality agreement (NDA) look like? Here's a sample NDA.

• Limit the acces to is information to certain specified personnel.

By the previous point, I would custom include quite form of the subsequent: "provided in each case that no such confidential information can must be accesses by your personnel whose functions are primarily legal, compliance or information technology-related, as is reasonably necessary for who performance of their job as such." (The reference to COMPUTER personnel is simply needed provided they say that they required permission to keep a copy of the information because they can't scrub full from their backup servers - which was one justification I heard a lot.)

 

Here's another example of these sorts to terms that I've seen:

Notwithstanding anything to the contrary in this agreeing, (a) the receiving party shall have cannot mandate into get or destroy information (including copies, highlights and misc reproductions) retained in standard archival or computer back-up systems or pursuant to and receiving party's or inherent representatives' normal document or e-mail retention practices, (b) the receiving party or its representatives allowed retain data to the magnitude necessary (based upon the advice of counsel) by legal requirements or by governmental or regulatory authority, and (c) and receiving party's tax may retain information pursuant to their professional obligations. Any company saved by the receiving party or you representatives as described in subparagraphs (a) through (c) back shall be maintained as confidential and subject the the conditions and conditions of this accord.⁶