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alexandrabuga replied to the topic Advice before signing an NDA in the forum Consultants and Legal Basics 7 years, 6 months ago
I used to work in the contracts group at Sloan Kettering and we would execute over 300 NDAs a year. As advice, I would say don’t be afraid to negotiate a NDA. Sometimes people just see an NDA and sign. I can tell you from experience that you can definitely redline and negotiate an NDA. As others have mentioned, be sure to read the definitions of what is included as confidential information sometimes templates will include “marked as confidential”, that means if you had a meeting and the power point slides and materials you discussed didn’t clearly have “CONFIDENTIAL” marked on it, then that’s a way they can get around it. Another example is the term, be sure that you protect your IP and have a long term to cover before you file/publish but that there is a term. At Sloan our standard is 5-7 years and extra years that survive the term of the agreement regarding the confidential information for another 3-5 years. Again these documents can be negotiated but generally our standard is 5-7 years. NDAs are put in place in order to protect IP when having discussions with other parties, if the party your discussing wants to collaborate then another agreement would be put in place for example a collaboration agreement or sponsored research agreement. These agreements would also include confidentiality provisions. An NDA is usually just the initial contract for parties to discuss the technology, but it is important to make sure you read and understand what is being considered confidential and for how long and what your confidentially obligations are under the NDA.