Preview

Non-Disclosure Agreement (NDA)
(aka Confidentiality Agreement)
Standard Terms
Version 1.1 December 1, 2021, © 2021

The following provisions apply to VirtualTerms Agreements incorporating these standard terms. You may, however, change if and how they apply by modifying them in the Key Terms section of your agreement and those changes will supersede these standard terms.

Term

The following Term provisions govern how long your agreement will run and how it may be renewed or terminated for any VirtualTerms Agreement incorporating the provision.

Term – How long is the agreement?

Renewal – Does the agreement renew?

Termination Without Cause – Can a party terminate the agreement early?

Confidentiality

The following Confidentiality provisions govern the disclosure and receipt of Confidential Information under all VirtualTerms Agreements by default.

Disclosing/Receiving Party – Who is the Disclosing Party and the Receiving Party?

Confidentiality Obligations – What are my key confidentiality obligations?

Affiliates/Representatives – How are my Affiliates and Representatives handled?

Exceptions – Are there exceptions to the confidentiality obligations?

Expiration/Termination – What happens upon expiration or termination?

Representations – What does the Disclosing Party represent about the Confidential Information?

Remedies for Breach – What may happen if there is a breach?

Other Agreements – How do these confidentiality provisions affect other agreements?

Disputes

The following Disputes provisions govern disputes between the parties regarding any VirtualTerms Agreement that incorporates the provision.

Governing Law – What law governs the agreement?

Venue – Where must legal actions be brought?

Attorney’s Fees – Who pays for attorney’s fees and costs in a dispute?

Miscellaneous

The following "Miscellaneous" provisions apply to all VirtualTerms Agreements by default.

Entire Agreement – What does the agreement encompass?

Execution – How do you sign and execute the agreement?

Electronic Execution – Can the agreement be executed electronically?

Beneficiaries – Who is bound by and is a beneficiary of the agreement?

Proper Authorization

Relationship of the Parties – What is the nature of the relationship of the parties?

Expenses - Who is responsible for expenses?

Amendment - How do we amend the agreement?

Waiver - How can a provision be waived?

Non-Exclusive Remedies – May I exercise only one remedy?

Drafter – Will the agreement be construed against the drafting party?

Headings – Do headings affect meaning?

Notices - How must you send notices regarding the agreement?

Unenforceable Provisions - What happens if a provision is found unenforceable?

Survival of Provisions - Do certain provisions survive the end of the agreement?

Definitions

When used in any VirtualTerms Agreement, the following terms have the meaning set forth below.

Affiliate

Agreement (or "this agreement", "the agreement" or "your agreement")

Business Day

Confidential Information

Disclosing Party

Including (or "includes" or "include")

Law

Receiving Party

Representatives

VirtualTerms Agreement

You

Please note: Definitions of singular terms apply to those same terms in the plural, unless expressly specified or reasonably apparent.