It is difficult to think of a transaction that doesn't begin
with a confidentiality or non-disclosure agreement (NDA). Although
various common law jurisdictions provide different degrees of
protection and remedies when transactional parties decide to share
commercially sensitive information, NDAs are pervasive and
essential across most jurisdictions.
As ubiquitous as NDAs are, so too are common drafting errors
that transcend jurisdictional differences. In this article, I
discuss three common NDA drafting mistakes that are as frequent as
they are easy to rectify.
LICENSE RIGHTS AND RESTRICTIONS
Across most common law jurisdictions, decades of highly
developed law support the narrow interpretation of licensing
rights, remedies and the judicial intolerance for the abuse and
misuse of those rights. In the context of an NDA, at least one
party provides another party with their confidential information to
use for a very limited and particular purpose that is
