In order to start the negotiations to conclude a transaction, one must make sure that certain preliminary measures have been taken to ensure the confidentiality of the information to be exchanged. The trade secrets of a business often constitute its major assets, so it is better to keep their diffusion to a minimum as a mean of insuring the survival of the business itself.

In the current context, where competition is always on the rise, imposing restrictions upon the party receiving your information will enable you to make sure that they will only use it for the purposes of the foreshadowed transaction, thus preventing any damageable leak.

0.00 INTERPRETATION
0.01 Definitions
0.01.01 Confidential Information
0.01.02 Intellectual Property
0.01.03 Representatives
0.01.04 Undertaking
0.02 Entire Agreement
0.03 Applicable Law
0.04 Non-Compliance
0.04.01 Severability
0.04.02 Substitute Provision
0.05 Miscellaneous
0.05.01 Cumulative Rights
0.05.02 Gender and Number
0.05.03 Headings
1.00 PURPOSE
2.00 MUTUAL REPRESENTATIONS AND WARRANTIES
3.00 REPRESENTATIONS AND WARRANTIES OF RECEIVING PARTY
4.00 REPRESENTATIONS AND WARRANTIES OF DISCLOSING PARTY
5.00 MUTUAL DUTIES AND OBLIGATIONS
5.01 Previous Exchanges
5.02 Disclosure of Information
5.03 Disclosure of Existence of Project
5.03.01 Undertaking
5.03.02 Default
6.00 DUTIES AND OBLIGATIONS OF RECEIVING PARTY
6.01 Confidential Information
6.01.01 Ownership
6.01.02 Undertaking
6.01.03 Duration of Undertaking
6.01.04 End of Undertaking
a) Request for Return
b) Destruction
6.02 Partial Disclosure
6.03 Obligation of Disclosure
7.00 BREACH OF UNDERTAKING
7.01 Penalty
7.02 Payment
7.03 Protective Measures
8.00 OTHER PROVISIONS
8.01 Assignment
8.02 Notice
8.03 Dispute Resolution
8.04 Amendment of Undertaking
8.05 No Waiver of Rights
8.06 Language
9.00 EFFECTIVE DATE
10.00 DURATION
10.01 Indefinite Duration
10.02 Specific Term
10.03 Survival


SCHEDULE 7.01 – TABLE OF PENALTIES