DELVACCA Presents: Non-disclosure Agreements Don’t Get Stung March 11, 2010. Doug Raymond, Drinker Biddle & Reath LLP David J. Anderson, Kulicke & Soffa Industries, Inc. DELVACCA would like to thank Drinker Biddle & Reath for sponsoring this event. Non-disclosure Agreements. Context
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Doug Raymond, Drinker Biddle & Reath LLP
David J. Anderson, Kulicke & Soffa Industries, Inc.
DELVACCA would like to thank Drinker Biddle & Reath for sponsoring this event.
For the Recipient:
Broad exclusions to confidentiality
Limit remedies for breach
Consider antitrust drafting issues
Destroy vs. return
Responsibility for agent’s actions
For the Discloser:
Narrow exceptions to confidentiality
No legending requirements
No residual clause
Limit use to specific transaction
Ensure no license being granted
Ensure recipient is responsible for representative use
No leaks about existence of negotiation
Unilateral or mutual?
When to sign up
Separate agreement or part of the term sheet?
Private vs. public company issues
Exceptions that continue beyond the term
Long vs. short form
Costs to enforce
Need to call outside counsel?Important Considerations