Non-Disclosure Agreement (NDA) playbook for contract analysisUse Now Assist in Contract Management to analyze contract documents for non-standard and missing clauses using the suggestions generated by Now Assist to minimize deviations and reduce turnaround time. Use case - Non-Disclosure Agreement (NDA) playbook Now Assist in Contract Management uses a playbook to identify clauses that are missing or aren't standard in your contract. This includes field groups (clauses) and their associated fields (prompt questions) with expected answers. A playbook for non-disclosure agreements (NDAs) is available out of the box. You can use it to get maximum accuracy for contracts of type NDA. Refer to the below table for the clause description and the prompt questions shipped out of the box, that are used to identify the non-standard and missing clauses. Map the expected answers accordingly to get the required output. Since the questions are Boolean, the answers will be either Yes or No. Display name in Field GroupContent in additional details of Field GroupQuestions related to the field groups PurposeAcme and Company wish to explore a business opportunity of mutual interest; and in connection with this opportunity, the parties may disclose to one another certain confidential and/or proprietary information to evaluate or engage in discussions concerning the contemplated business relationship (the 'Purpose'). Each party is willing to disclose such information under the terms and conditions set forth in this NDA.Does the NDA designate one party exclusively as the recipient of confidential information without assigning them the role of discloser? If this is true, answer 'Yes'. If not (i.e., if it's a mutual non-disclosure agreement and both parties may disclose information to eachother), answer 'No'.Is the contract tied to a single specific, concrete project?Does the contract allow parties to leverage it to other future projects? If the Purpose clause include terms like 'including but not limited to', 'including without limitation', etc., answer 'Yes'.Definition of confidential informationThe term 'Confidential Information' means any and all information whether in written, oral, visual, electronic or any other form, and whether or not labeled as confidential that the receiving party should reasonably understand to be confidential based on the nature of the information or circumstances of disclosure, that has been or will be provided by either party ('Discloser') to the other party ('Recipient') including without limitation license pricing, business and marketing plans, financial data, compiled databases, computer software, ideas, concepts, prototypes and any other matters relating to the products, technical information or business of Discloser.Does the contract explicitly specifies that information does not need to be labeled or marked explicitly as Confidential Information to be considered confidential? Answer 'Yes' if the contract includes phrases such as: '... may or may not be marked as CI ...', '... may be disclosed orally or by other means without marking or labeling ...', '... regardless of whether the information is marked or labeled as confidential.', 'information inherently understood to be confidential ', 'deemed confidential by its nature', 'a person would understand to be confidential', 'any reasonable person would consider and understand to be confidential', .etc.Does the contract explicitly include words like 'license pricing', 'computer software', 'ideas', 'concepts', 'prototypes'?Does the contract specifically state that Confidential Information may be in any form ('written', 'oral', 'visual', 'electronic', etc.)?Does the contract include catch-all language to cover every type of information? For example, 'any other matters relating to the products, technical information or business of Discloser', 'other information of a similar nature', 'includes but is not limited to', etc.Exceptions to CIConfidential Information does not, however, include any information which Recipient can show:a. was already in its lawful possession prior to receipt of the same from Discloser;b. has become publicly known or otherwise generally available to the public through no action or fault of Recipient;c. was received without restriction from a third party that, to the knowledge of Recipient, was not under, and did not impose, any confidentiality obligation; ord. was independently developed by Recipient without use of any Confidential Information of Discloser.Are there any additional exceptions included in this provision except for the following:a. Recipient was already in its lawful possession prior to receipt of the same from Discloser;b. Recipient has become publicly known or otherwise generally available to the public through no action or fault of Recipient;c. Recipient was received without restriction from a third party that, to the knowledge of Recipient, was not under, and did not impose, any confidentiality obligation; ord. Recipient was independently developed by Recipient without use of any Confidential Information of Discloser.Does the contract specify that any confidential information previously obtained, already known or publicly available is not subject to confidentiality obligations?Is the term 'public domain' used within this contract?Does the contract include the condition of legal or regulatory disclosures? In other words, does the contract also address situations where legal or regulatory requirements may necessitate the disclosure of confidential information? For example, '... either party may disclose Confidential Information if required by law, regulation, or court order, provided ...', '... has to be disclosed by reason of a governmental or judicial order or applicable law.', etc.AffiliatesAffiliate' means any person or entity directly or indirectly Controlling, Controlled by, or under common Control with a party, where 'Control' means the legal power to direct or cause the direction of the general management of the legal entity. Recipient will not disclose Discloser's Confidential Information to any third parties without the prior express written consent of Discloser, and will limit access to Discloser's Confidential Information only to its, and its Affiliates', employees who have a need to know such Confidential Information and are subject to written agreements that are at least as protective of the Confidential Information as provided in this NDA (collectively 'Representatives').Does the contract have specific references to a % of voting rights or ownership of securities to define control?Are affiliates bound by written agreements that have confidentiality obligations similar to the contract?Does the contract make the Recipient liable for actions and omissions of its Affiliates/Representatives?Liability of Recipient for its AffiliatesRecipient will be liable for any breach of this NDA by its Representatives.Does the contract indicate that the Recipient is liable for the actions and omissions of its Representatives/Affiliates/Individuals?Required disclosuresIn the event of a lawful court order compelling disclosure of any Confidential Information subject to this NDA, Recipient will, subject to such order, provide Discloser with prompt written notice thereof, and will reasonably cooperate with Discloser to seek confidential or other protective treatment of such information.Is the contract disclosure provision included as an Exception to CI (answer 'Yes') or is it included as a general duty under the NDA under the clause that discusses obligations (answer 'No')?Does the contract require the recipient to inform/notify/give notice to the discloser prior to making any disclosures?Is the recipient required to reasonably co-operate with the discloser in seeking protective treatment of its CI?IP ownershipDiscloser retains all title to its Confidential Information and all copies thereof. Except as expressly provided herein, nothing in this NDA will be deemed by implication or otherwise to convey to Recipient any title, right, license, patent, copyright, trademark, know-how or trade secret (collectively, 'IPR') relating to the Confidential Information of Discloser.Does the contract explicitly state that the party disclosing confidential information retains ownership of intellectual property rights over all Confidential Information and any copies made? Answer 'Yes' if the contract contains sentences such as: 'The Disclosing Party retains all intellectual property rights in and to the Confidential Information disclosed to the Receiving Party, including any copies, summaries, or derivatives thereof.', 'Ownership of all Confidential Information and any copies made thereof shall remain solely with the Disclosing Party.', 'The Disclosing Party retains exclusive ownership of all intellectual property rights in the Confidential Information.', 'The disclosing Party reserves all rights to Confidential Information that it puts at the other Party’s disposal', etc.Does the contract mention the words 'title', 'rights', 'license' or 'licence'? For example, if the terms 'No Implied Licenses', 'No Rights Conveyed', 'No Title Conveyed', 'No License Granted', or similar, are present, answer 'Yes'.Reverse EngineerRecipient may not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Discloser's Confidential Information and which are provided to Recipient hereunder.Does the contract explicitly contain words such as 'disassemble' and 'decompile' (or derivates such sa 'disassembly', 'decompilation', etc.)? If yes, list them.Destruction of confidential informationUpon the expiration of this NDA, all documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of Recipient will be promptly destroyed or returned to Discloser upon request.Does the contract require the destruction of Confidential/Proprietary Information documents only if the discloser makes a written request? If such information must also be destroyed upon expiration or early termination of the NDA, answer 'No'.Does this contract explicitly extend to any/all copies of CI?Does the contract explicitly obligate the recipient to be bound to the terms and conditions of the NDA as long as they retain in possession of copies of CI? In other words, do the copies allowed to be retained (if any) remain bound to the terms of the contract?TermThe term of this NDA starts on the Effective Date and will expire 3 years thereafter, unless earlier terminated by either party by providing written notice of termination. The parties' obligations respecting non-disclosure and non-use, and return and/or destruction of Confidential Information will survive the expiration or termination of this NDADoes the contract term ('Agreement duration', 'Contract duration', 'Duration of the contract', 'Contract period', 'Duration period', 'Expiration period', etc.) fall within the range of 3 to 5 years, inclusive? For example, if the term (or time until expiration) is 3 years, or terminates upon the third anniversary of the Effective Date, answer 'Yes'.Are the parties' obligations limited to a specific timeframe after the NDA expires or terminates? If the obligations continue indefinitely beyond the expiration or termination, answer 'No'. For example, if the contract includes phrases like 'shall remain binding after the expiration' or 'shall survive the termination or expiry of this NDA,' answer 'No'.Does the contract include obligation of returning or destroying other party's confidential information?RemediesRecipient agrees that any violation or threatened violation of this NDA may cause irreparable injury to Discloser, entitling Discloser to seek injunctive relief in addition to all legal remedies.Does the contract include other remedies offered under the NDA apart from equitable/relief, specifically any such as any indemnities or direct/indirect/special/punitive damages?Export control complianceRecipient will not export or re-export any Confidential Information in violation of any U.S. or other export control laws or regulations.Does the contract contain specific explicit references to ITAR or EAR and US embargoed countries? If the references are absent or don't explicitly contain these terms, answer 'No'.Governing lawThis NDA is governed by the laws of State of New York. The parties irrevocably consent to the exclusive jurisdiction of, and venue in, any court of competent jurisdiction located in New York County, State of New York. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party's IPR. The prevailing party in any dispute or legal action regarding the subject matter of this NDA will be entitled to recover attorneys' fees and costs.Is the governing law one of the following options: New York, Ireland or Singapore?Is the venue/jurisdiction one of the following options: New York, Dublin (Ireland) or Singapore?Does the contract include a right for the discloser to seek an injunction from any court worldwide if an intellectual property breach is caused by the recipient? Answer 'No' if the injunction is limited to a specific jurisdiction or if terms like 'any court', 'another competent court', etc. are not mentioned.Does the contract grant legal entitlement of recovering attorney fees to a prevailing party under a dispute?Special Remedy for IP breaches (Litigation)Notwithstanding the foregoing either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party's intellectual property rights.Does the contract allow the discloser to seek an injunction/equitable relief from any court worldwide if an IP breach is caused by the recipient? Answer 'No' if terms like 'any court', 'another competent court', etc., are not mentioned.Recovery of legal fees (Litigation)The prevailing party in any dispute or legal action regarding the subject matter of this NDA will be entitled to recover attorneys' fees and costs.Does the contract grant right to recover legal costs if it prevails over the other party in a court proceeding?AuditRecipient consents, and must procure the necessary consents from any representative to which the Confidential Information is disclosed by the Recipient, to such inspections and audits as may be reasonably required by the Discloser for the purpose of auditing compliance by the Discloser and any relevant Representatives with the terms of this NDA.Is there an explicit Audit clause in the contract?Non-competeThe Receiving Party agrees that for a period of five (5) years after expiration and/or early termination of this NDA, it will not compete against the Disclosing Party's business.Is there an explicit Non-compete clause in the contract?ExclusivityDuring the Exclusivity Period (as defined below), either Party will not, and will ensure that none of its Related Persons (as defined below) will, solicit, negotiate, accept, encourage, consider or otherwise pursue any offer or inquiry from any person or entity, or engage in discussions with other person or entity without obtaining a prior written consent of the other Party.Is there an explicit Exclusivity clause in the contract?Non-solicitationThe parties agree and acknowledge that, during the Restrictive Period, either party will not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee, Affiliate or customer or prospective customer of the other party to patronize or do business with such employees, Affiliates or customers or prospective customers.Is there an explicit Non-solicitation clause in the contract?No-poaching clausesThe Parties shall, and shall procure that its subsidiaries shall, not solicit to hire or hire any employee of the other Party with whom the Parties first had contact or learned of during the activities connected with the purpose referred to in recital A above, without the prior written consent of the other Party: provided, however, that nothing in this Agreement shall restrict or preclude the rights of the Parties or its subsidiaries to make general solicitations for employees by way of advertisements in the media (including, without limitation, trade media) or by engaging search firms to engage in solicitations that are not targeted or focused on the employees of a Party and to hire any employees responding to such solicitations.Is there an explicit No-poaching clause in the contract?Codes of conductEach Party acknowledges and agrees that this Agreement does not obligate the other Party to disclose any information, including any Confidential Information, negotiate, or enter into any agreement or relationship with the other Party, or accept any offer from the other Party. Each Party further acknowledges and agrees that (a) the other Party and its Representatives shall be free to conduct any process for any transaction involving the Opportunity, if and as they in their sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a definitive agreement therewith without prior notice to the other Party or any other person), (b) any procedures relating to such process or transaction may be changed at any time without notice to the other Party or any other person, and (c) unless a definitive agreement is entered into among the Parties, neither Party shall have any claims whatsoever with respect to the Opportunity against the other Party or any third person with whom a transaction is entered into by the other Party. The Counterparty acknowledges that the Company may disclose that it is exploring strategic alternatives. Nothing in this Agreement shall be deemed to prohibit a Party from: (a) making a public announcement regarding the discussions (or the termination of such discussions) between the parties regarding the Opportunity, provided, however, that, to the extent practicable, a Party that intends to make such a public announcement shall discuss any such proposed announcement with the other Party prior to making such announcement; or (b) making any public announcement that may be required by applicable law, fiduciary duties or obligations pursuant to any listing agreement with a national securities exchange. The Parties acknowledge that any disclosures made by them before the Effective Date are not subject to the restrictions in this Agreement.Is there an explicit Codes of Conduct clause in the contract?Regulatory requirementsEach party agrees to comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of its obligations under this Agreement. This includes, but is not limited to, regulations related to data privacy, employment, environmental protection, and safety. Both parties shall obtain and maintain all necessary licenses, permits, and approvals required to fulfill their obligations under this Agreement.Is there an explicit Regulatory Requirements clause in the contract?US government provisionsTrading in Securities. Both parties acknowledge that they are aware, and agree to advise their directors, officers, employees, agents and representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has material, non-public information concerning the Transaction from purchasing or selling securities of a company that may be a party to such Transaction or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Privileged Information and Work Product. To the extent any Confidential Information may include materials subject to attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, Exar and the Company understand and agree that they both have a commonality of interest with respect to such matters and it is both our desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by either party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this agreement, and under the joint defense doctrine.Is there an explicit US Government Provisions clause in the contract?Reproduction of CIThe Receiving Party agrees not to reproduce or copy by any means Confidential Information, except as reasonably required to accomplish the purposes of this Agreement. Upon termination of this Agreement, except for the rights of each Party to the Records as set forth elsewhere in this Agreement, the Receiving Party's right to use Confidential Information shall immediately terminate. In addition, upon such termination, or upon expiration of this Agreement or demand by the Disclosing Party at any time, Receiving Party shall return promptly to the Disclosing Party or destroy, at the Disclosing Party's option, all tangible materials that disclose or embody Confidential Information, subject to any records required to be retained by either Party in accordance with laws, regulations, rules or orders.Does the contract allow the recipient to make copies of the confidential information solely for the purpose of the purpose of the contract? Answer 'Yes' if sentences such as the following appear in the text: 'solely to the extent necessary for fulfilling the obligations of this Agreement', 'may reproduce confidential information only as necessary to perform the specific tasks required under this Agreement', 'The recipient is authorized to make a reasonable number of copies of the discloser's confidential information strictly for the purpose of carrying out the terms of this Agreement.', 'The recipient is allowed to copy the discloser's confidential information solely as necessary to meet the obligations of this Agreement', etc.Order of PrecedenceUnless or until this Agreement is superseded by another written agreement between the Parties containing provisions governing the use and disclosure of Confidential Information, this Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereto. Any amendment or modification of this Agreement shall be in writing and executed by duly authorized representatives of the Parties.Does the contract outline the order of precedence vs any other agreements that the parties intend to sign in the future?Representatives & WarrantiesEach party claims all representations and warranties, whether express, implied, statutory or otherwise, as to the completeness or accuracy of any of its Confidential Information.Does the contract allow disclaiming all representations & warranties as to the accuracy of CI provided by either party?Does the contract specifically outlines the fact that no business decision should be made by the other party based on the CI provided to them?PrivacyThe parties agree to comply with all the provisions of the European Regulation 2016/679 of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR) and in particular to take all the useful measures to preserve the security of personal data contained in the Confidential Information and in particular to prevent them to be distorted, damaged or communicated to unauthorized parties. More generally, the parties undertake to implement all the technical and appropriate measures to protect the personal data contained in the Confidential Information against any accidental or illicit destruction, accidental loss, distortion, unauthorized broadcasting or access , as well as any type of illegal processing, being specified that these measures have to maintain, considering the state of the art, an adequate level of security regarding the risks displayed by data processing and the nature of the protected data.Are there explicit provisions covering PHI, Personal Data, or other specialized categories of CI? They must be explicit in the text. If yes, what are they?Parties to the NDAThis Non-disclosure Agreement (NDA) is made and entered into as of xx October, 2023 (Effective Date) between Acme Nederland B.V. (Acme) having its principal place of business at Street 1, Amsterdam, Netherlands and (Company) having its principal place of business atIs the contract between only two parties and does not include any other Affiliate contracting parties? Answer 'Yes' ONLY if the contract explicitly identifies these Affiliates as contracting parties.ArchivalUpon the expiration of this NDA, all documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of Recipient will be promptly destroyed or returned to Discloser upon request. Notwithstanding the foregoing: 6.1 where necessitated by laws, regulations, or internal policies required by good and recognized corporate governance, the Recipient and/or its Representatives may retain such Confidential Information (including copies, derivations or reproductions) strictly up to the extent necessary to comply with such laws, regulations or internal policies, provided that, any such retained or archived Confidential Information of the Discloser by the Recipient and/or its Representatives shall continue to be bound by all terms and conditions of this Agreement for as long as so retained or archived by the Recipient and/or its Representatives under their possession; and 6.2 where Confidential Information is stored as part of the Recipient's and/or its Representatives' electronic back-up system which is not ordinarily retrievable as part of day-to-day business or routine, then the obligation to permanently and irreversibly delete and/or destroy Confidential Information shall not apply to such Confidential Information, if satisfactory documentation evidencing that such Confidential Information is no longer retrievable or has been overwritten is adduced by the Recipient and/or its Representatives, provided that, if any Confidential Information is retained or archived by the Recipient and/or its Representatives pursuant to this sub-clause 6.2 shall continue to be bound by all terms and conditions of this Agreement for as long as so retained or archived by the Recipient and/or its Representatives under their possession.Does the contract grant either party a right to archive or retain all CI or certain forms of it for any purpose? In other words, answer 'Yes' if a party can archive CI. If the 'Archival' clause includes text similar to the following sentences, answer 'Yes': 'Either party may retain Confidential Information as required to comply with applicable laws, regulations, or legal obligations.', 'Either party may retain and archive Confidential Information for the purpose of ensuring data security and maintaining backups.', 'The obligation to destroy CI shall not apply to automatically generated documents.', the Receiving Party shall not be in breach of this Agreement should copies of the CI be automatically archived ...', etc.Does the contract explicitly require the party retaining CI subject to all T&Cs of the contract as long as they hold such CI under their possession? If retaining CI is not allowed, answer 'No'.Trade Secrets ProtectionThe parties' obligations contained in this agreement continue for a period of five (5) years from termination of this agreement and with respect to Confidential Information that constitutes a trade secret, provided that, such a trade secret is identified as one at the time of disclosure by the Disclosing Party and as defined by Directive EU/2016/943, the obligations continue indefinitely.The parties' obligations respecting non-disclosure and non-use, and return and/or destruction of Confidential Information will survive the expiration or termination of this Agreement.Does the contract verbiage carve out any trade secrets and continues to protect these trade secrets perpetually?Does the contract include obligations on the discloser of specifically identifying any trade secret as a Trade Secret before making any such disclosure to the recipient?Definition of RepresentativesRepresentatives mean the employees (whether permanent or temporary, provided such temporary employees are bound by obligations of confidentiality substantially similar to the ones of the permanent employees), directors, officers, agents of the Receiving Party and/or professional advisors (i.e. lawyers, attorneys, accountants, statutory auditors or insurers) who are subject to an obligation of confidentiality with the Receiving Party.Is the recipient (Receiving party) accountable for the actions or omissions of its Representatives (including employees, officers, directors, agents, consultants, attorneys, etc.)? Identifying missing and non-standard clauses Missing clauses Consider the following clause from the playbook and understand how the Now Assist identifies a missing clause. Display name in Field GroupContent in additional details of Field GroupPurposeAcme and Company wish to explore a business opportunity of mutual interest; and in connection with this opportunity, the parties may disclose to one another certain confidential and/or proprietary information to evaluate or engage in discussions concerning the contemplated business relationship (the 'Purpose'). Each party is willing to disclose such information under the terms and conditions set forth in this NDA. Now Assist matches the content in Additional details field with the content of contract document revision. If it can't find a clause with similar content, it will report it as missing. If Now Assist identifies a clause as non-standard, and you've mapped a field group to one of the clauses in the clause library, the system shows the standard clause language you can use in the contract document revision. Non-standard clause Analyze the content in the field group and the available questions. Then, map the expected answers (Yes/No). This helps Now Assist find non-standard clauses. As per clause content and the associated questions, you need to map the expected answers. Analyze your contract content and configure the expected answers. Consider the following clause and the associated questions from the playbook and understand how the Now Assist identifies a non-standard clause. Display name in Field GroupContent in additional details of Field GroupQuestions related to the field groups Expected answer mapping scenariosGoverning lawThis NDA is governed by the laws of State of New York. The parties irrevocably consent to the exclusive jurisdiction of, and venue in, any court of competent jurisdiction located in New York County, State of New York. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party's IPR. The prevailing party in any dispute or legal action regarding the subject matter of this NDA will be entitled to recover attorneys' fees and costs.Is the governing law one of the following options: New York, Ireland or Singapore?If the governing law as per your contract is New York, Ireland or Singapore - Expected answer mapped should be "Yes", otherwise map "No"Is the venue/jurisdiction one of the following options: New York, Dublin (Ireland) or Singapore?If the venue/jurisdiction as per your contract is New York, Dublin (Ireland) or Singapore - Expected answer mapped should be "Yes", otherwise map "No"Does the contract include a right for the discloser to seek an injunction from any court worldwide if an intellectual property breach is caused by the recipient? Answer 'No' if the injunction is limited to a specific jurisdiction or if terms like 'any court', 'another competent court', etc. are not mentioned.If the contract includes right for the discloser to seek an injunction from any court worldwide if an intellectual property breach is caused by the recipient - Expected answer mapped should be "Yes, otherwise map "No"Does the contract grant legal entitlement of recovering attorney fees to a prevailing party under a dispute?If contact grants the legal entitlement - expected answer should be "yes", otherwise map "No" The clause is flagged non-standard under the following conditions. Now Assist generates it response for the questions and compares it with the expected response mapped. If they are different, the clause is identified as non-standard. For example: If the Now Assist response is "Yes" and you have also mapped "Yes" as the expected answer, the clause is not flagged as non-standard. Whereas, if the Now Assist response is "Yes" and your expected answer is "No", the clause is flagged as non-standard. If we have multiple questions for a clause and any one of the comparison between Now Assist response and expected answer is a mismatch, the clause is flagged as non-standard.