Table 23 - continued from previous page
Task
Example: 1. As used herein, the term “Proprietary Information” refers to any and all Information of a confidential, proprietary, or secret nature which is applicable to or related In any way to (i) the business, present or future, of the Disclosing Party, (ii) the research and development or investigations of the Disclosing Party or (iii) the business of any customer of the Disclosing Party; provided, in each case, that such information is delivered to the Receiving Party by the Disclosing Party and (a) is marked or identified in writing as “Confidential”, (b) if verbal or visual disclosure, is identified as “Confidential” in a writing within ten (10) business days of such disclosure, or
Task name: contract_nli_survival_of_obligations
Question: Identify if the clause provides that one obligations of Agreement may survive termination of Agreement.
Example: b. This Agreement shall be valid when signed by duly authorised representatives of the Parties and shall be binding on each Party for 10 (ten) years as from the date of signature of the last signatory, even if at the end of the negotiations a data sharing agreement is not signed between the Parties, or until such time as the Information enters into the public domain.
Task name: contract_nli_permissible发展中arginment_of_similar_information
Question: Identify if the clause provides that the Receiving Party may independently develop information similar to Confidential Information.
Example: “Confidential Information” of a disclosing party ("Discloser") means the following, regardless of its form and including copies made by the receiving party ("Recipient"), whether the Recipient becomes aware of it before or after the date of this Agreement: except where that information is: Independently developed by the Recipient without use, directly or indirectly of Confidential Information received from the Discloser.
Task name: contract_nli_permissible_post-agreement Possession
Question: Identify if the clause provides that the Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
Example: 9. Upon the Disclosing Party's written request, the Receiving Party shall (at the Receiving Party's election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or an intangible media, such as electronic mail or computer files) in the Receiving Party's possession or in the possession of any Representative of the Receiving Party; provided, however: (i) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (iii) that the Receiving Party shall not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law, and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up.
Task name: contract_nli_inclusion_of verbally_conveyed_information
Question: Identify if the clause provides that Confidential Information may include verbally conveyed information.
Example: I acknowledge that The Business Partnership has provided, and/or has agreed to provide in the future, to me information of a confidential or proprietary nature (the Confidential Information) Confidential Information shall mean any information or data relating to any clients of The Business Partnership business or affairs disclosed whether in writing, orally or by any other means.
Task name: contract_nli_sharing_with THIRD-parties
Question: Identify if the clause provides that the Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
Example: Receiving Party shall carefully restrict access to Sensitive Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.
Task name: contract_nli_permissible_copy
Question: Identify if the clause provides that the Receiving Party may create a copy of some Confidential Information in some circumstances.