Definitive Agreement: Duration
NDA
Table of Contents:
Effective Until Superseded
Termination
Definitive Agreement: Duration
Effective Until Superseded
In addition to prescribing a fixed expiration date to define the contract term of an NDA (see also the exemplars found in the section entitled “Term and Termination” for other clauses relating to term/termination), the parties may also peg the duration of an NDA to the effective date of a later definitive agreement:
Exemplar N7B-1
This Agreement shall govern the disclosure of Confidential Information between the parties during the period of two (2) years from the latest date of the signature of this Agreement or until such time as the present Agreement is expressly superseded by a subsequent Agreement between the parties of this Agreement, whichever is earlier.
Exemplar N7B-2
This Agreement shall become effective on the Effective Date set forth above, and shall terminate upon the occurrence of the earlier of (a) the expiration of thirty (30) days from receipt of notice by a party of its election, with or without cause, to terminate this Agreement; (b) the expiration of twelve (12) months from the Effective Date of this Agreement, or (c) the date a transaction is completed between the parties hereto with respect to the subject matter hereof, after which the definitive documentation thereof shall supersede the terms hereof). For a period of two (2) years from the termination of this Agreement, each party agrees to safeguard and hold in confidence, and to neither directly or indirectly disclose nor use, Confidential Information disclosed hereunder by the other.
Exemplar N7B-3
This Agreement shall terminate the earlier of two (2) years from the Effective Date, but may be terminated by either party giving thirty (30) days written notice to the other party. The obligations stated herein shall remain in effect indefinitely until the Discloser makes, provided, that if the parties enter into definitive agreements relating to the Purpose, this Agreement shall terminate as of the date of the definitive agreements and such definitive agreements shall govern.
Termination
The following exemplars contain a trigger that automatically terminates the NDA in favor of a later agreement pertaining to the parties’ transaction that deliberately supersedes the NDA:
Exemplar N7B-4
This Agreement shall automatically terminate if the parties enter into a further agreement relating to the subject matter of these preliminary discussions that contains provisions dealing with the use and disclosure of Confidential Information.
Exemplar N7B-5
This Agreement shall govern the disclosure of Confidential Information between the parties during the period of two (2) years from the latest date of the signature of this Agreement or until such time as the present Agreement is expressly superseded by a subsequent Agreement between the parties of this Agreement, whichever is earlier.
Exemplar N7B-6
This Agreement shall become effective on the Effective Date set forth above, and shall terminate upon the occurrence of the earlier of (a) the expiration of thirty (30) days from receipt of notice by a party of its election, with or without cause, to terminate this Agreement; (b) the expiration of twelve (12) months from the Effective Date of this Agreement, or (c) the date a transaction is completed between the parties hereto with respect to the subject matter hereof, after which the definitive documentation thereof shall supersede the terms hereof). For a period of two (2) years from the termination of this Agreement, each party agrees to safeguard and hold in confidence, and to neither directly or indirectly disclose nor use, Confidential Information disclosed hereunder by the other.
Exemplar N7B-7
This Agreement shall terminate the earlier of two (2) years from the Effective Date, but may be terminated by either party giving thirty (30) days written notice to the other party. The obligations stated herein shall remain in effect indefinitely until the Discloser makes, provided, that if the parties enter into definitive agreements relating to the Purpose, this Agreement shall terminate as of the date of the definitive agreements and such definitive agreements shall govern.