Multiple Parties
NDA
Table of Contents:
Multiple Parties to Multiple NDAs
Multiple Parties to a Single NDA
Multiple Parties
Multiple Parties to Multiple NDAs
Where parties to an NDA have in the past signed NDAs with each other that are still in force, it may be helpful for them to recognize the existence of such prior NDAs and whether or not they are affected by the present NDA:
Exemplar N15-1
This NDA shall not be deemed to: (a) modify or limit any separate non-disclosure agreement between two or more Parties (each, a “Separate NDA”); or (b) permit a Party to this NDA to disclose another Party’s Confidential Information without consent to any third party (e.g. under a Separate NDA or to unaffiliated third parties) or for any reason other than the Purpose, except as expressly permitted under this NDA.
Multiple Parties to a Single NDA
The following exemplar deals with multiple parties (e.g., Party 1, Party 2, and Party 3) to a single NDA, and addresses the sharing of disclosed information even among parties to the same NDA. Even if Party 1, Party 2, and Party 3 are all bound by the same NDA, and Party 1 makes a direct disclosure with Party 2 only, the ability of Party 2 to share such Party 1 information with Party 3 is subject to certain restrictions:
Exemplar N15-2
Recipient may not: (a) use Discloser’s Confidential Information for any reason except the Purpose; or (b) disclose Confidential Information to any individual or third party except to (i) its personnel, directors, consultants, professional advisors, and Affiliates, in each case that (A) have a “need to know” such Confidential Information for the Purpose and (B) are bound to confidentiality obligations that protect Confidential Information to at least the same extent as the terms of this NDA (collectively, “Authorized Recipients”), and (ii) another Party to this NDA which is informed in writing of the identity of the original Discloser with respect to such information unless the original Discloser instructed Recipient not to disclose such Confidential Information to another Party to this NDA, and upon receipt such Party shall be deemed to have received such information directly from the original Discloser and to be a Recipient.