Negotiating Non-Disclosure Agreements

About the Course:

You will be hard pressed to find a more comprehensive Negotiating NDA course anywhere in the world. The seminar is replete with recommended contract provisions, review questions and keen insights into practical issues such as:

  • What should a company do with its backup computer tapes when it is required to destroy confidential information when NDAs expire?
  • Do trade secret protections endure past confidentiality periods?
  • Why might appointing one person as a gatekeeper responsible for disseminating information under an NDA backfire?
  • What issues are foreign counterparts especially sensitive to in terms of negotiating NDAs?
  • Is it preferable to have a disclosure schedule placed in one NDA or to have multiple NDAs, each of which covers one step of the disclosure process?
  • Which take longer to negotiate? One-way or two-way NDAs? Which are more susceptible to renegotiation?
  • What are the virtues of vagueness in terms of drafting NDAs?
  • What are the keys to negotiating "sunset" provisions for NDAs?
  • How can confidential information be marked--as required by NDAs--if it is conveyed verbally?
  • What types of information are typically excluded from "confidential information" status?
  • How do you draft NDAs to account for disclosing information under subpoena or search warrant?
  • How should you negotiate allowing / forbidding an affiliate to disclose or receive confidential information?
  • How is the issue of requiring individual employees to sign NDAs negotiated?
  • What do you need to know about Whistleblowing statutes when negotiating NDAs?
  • What should you consider when negotiating residual knowledge clauses?

Course Leader: D.C. Toedt III, Attorney at Law, Private Practice

Mr. Toedt has been practicing law for 30 years. He is admitted in Texas, California, and the U.S. Patent & Trademark Office. He is an adjunct law professor at the University of Houston and is co-chair of the Commercial Transactions Committee, Business Law Section of the State Bar of California.

Earlier in his career, Mr. Toedt was Partner and member of the management committee of Arnold, White & Durkee (a 150-lawyer intellectual-property law firm). He also served as vice-president and general counsel of BindView Corporation, then a publicly-traded software company, acquired by Symantec.

Course Length: Approx. 1.5 hours

$295.00 PER USER

Purchase Now:

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at