Drafting Nondisclosure Agreements for Information Technology Transactions

Negotiating Key Provisions and Exclusions, Navigating Challenges for Information Disclosers and Recipients

Recording of a 90-minute CLE webinar with Q&A

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Conducted on Wednesday, September 30, 2015

Recorded event now available

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Course Materials

This CLE course will provide guidance to technology and business counsel for drafting NDAs for information technology transactions. The panelists will discuss specific language for confidentiality provisions, including the clause language and extensive research notes they have found effective in their practice.


Parties entering deal negotiations involving information technology often use NDAs, also known as confidentiality agreements, to protect trade secrets and intellectual property from misappropriation. Failure to enter into an NDA at the start of business discussions may lead to litigation if one of the parties develops a similar service or product in the future.

Well-drafted NDAs outline the protected information, the parties with whom information can be shared, and the time frame the NDA governs. One challenge lies in negotiating the fine line between disclosing too much or too little information. Business counsel must understand the latest drafting techniques and common challenges in negotiating terms in order to provide useful guidance to their clients.

Listen as our panel experienced in negotiating and drafting NDAs for information technology transactions outlines best practices based on their experiences with the contracts. The panel will examine provisions commonly included in the agreements, typical exclusions, and potential legal pitfalls facing businesses that are disclosers as well as recipients of confidential information.



  1. Key provisions in NDAs
    1. Definition of confidential information
    2. Restrictions on use and disclosure of information
    3. Exclusions to disclosure prohibitions
    4. Return of confidential information
    5. Enforcement and remedies
  2. Challenges and best practices with NDAs
    1. For discloser
    2. For recipient


The panel will review these and other key issues:

  • What complex legal and business issues must technology and business counsel consider during NDA contract negotiations?
  • What are the key provisions that should be included in information technology NDAs?
  • What are some best practices for avoiding and resolving disputes arising during contract negotiations?


Satya Narayan
Satya Narayan

Royse Law Firm

Ms. Narayan focuses her practice on intellectual property protection, licensing and commercial transactions....  |  Read More

Toedt, Dell
D.C. Toedt, III

On Contracts

Mr. Toedt's practice focuses on rep­re­sent­ing technology-focused companies. He edits and...  |  Read More

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