Confidentiality and Non-Disclosure Agreement Checklist

Summary

This checklist provides a general outline of commonly negotiated provisions in confidentiality agreements. Parties to potential transactions often enter into a confidentiality and non-disclosure agreement before one or both parties provide proprietary information, such as during a due diligence process. The checklist may not, however, address every issue that arises in the negotiation of a particular confidentiality agreement. For certain transactions, confidentiality agreements can raise significant issues in certain areas such as antitrust, intellectual property, and tax. Counsel should consult with specialists in these areas to ensure its client's interests are fully protected.