Alternative Therapy
SOLUTIONS
How might you improve the confidentiality agreement which Emily has
been given by NWP?
Clause
Improvement
Definition of
'Confidential
Information'
The definition of Confidential Information
is very broad. As it is Emily who is
disclosing her information, she should be
looking to disclose as little information
as it is necessary for NWP to know.
Accordingly, instead of disclosing all the
confidential information that she has (the
definition as drafted demands this), Emily
should narrowly specify 'such information
about or relating to the Discloser's
inventions as is disclosed by the Discloser
to the Recipient'.
Clause 2.2
This clause needs to be broader. It should
also provide that:
n
'The Recipient will use the Confidential
Information strictly for the Purpose'.
As the Agreement is currently drafted,
there is no definition of a purpose for
which the Confidential Information is
being disclosed. Again, because it is
Emily's Confidential Information at issue
here, the purpose should be defined
narrowly. For example, the Purpose
could be said to be 'for NWP to assess
the possibilities of providing further
funding to the Discloser'.
n
NWP will take reasonable security
precautions in protecting the
Confidential Information.
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