Use Clauses and Related Provisions in NDAs: Avoiding Unintended Standstills and Restrictions on Transactions
A live 90-minute CLE video webinar with interactive Q&A
This CLE course will guide business counsel in reviewing nondisclosure agreements (NDAs) to avoid unintended consequences such as excessive restrictions on the ability to engage in transactions related to the target company or its industry. The speaker will examine potential traps and possible solutions related to use clauses and other common NDA provisions.
Outline
- What’s the use?
- Defining the transaction/purpose
- Martin Marietta Materials Inc. v. Vulcan Materials Co.
- Description of the target
- Interaction with other provisions
- Non-circumvent
- Non-solicit
- Expanding the use
- Overall knowledge
- Residual knowledge
- Active in the industry
- Other considerations
- Definition of “confidential information”
- Injunctive relief
- Term and termination
- Legally required disclosure
- Whistleblowers
Benefits
The speaker will review these and other issues:
- What complex legal and business issues must counsel consider when negotiating use clauses and related provisions in NDAs?
- What are some key considerations and best practices for drafting and negotiating use clauses in NDAs?
Faculty
![Reiss, Cary](/img/t/8468083d1737013b94428621e385caca.jpg)
Cary M. Reiss
Partner
Barnes & Thornburg
Mr. Reiss has deep experience advising businesses of virtually all sizes in the United States and Canada on a range of... | Read More
Mr. Reiss has deep experience advising businesses of virtually all sizes in the United States and Canada on a range of agreements, including non-disclosure and confidentiality, consulting, vendor, software licenses and other operations agreements. He began his legal career in Canada, where he was a partner at a leading Western Canada firm. Mr. Reiss advises hedge funds, broker-dealers, investment banks and other financial institutions on a variety of agreements related to their ongoing business operations. He also served as general counsel of the U.S. and international division of Canada’s largest transportation company.
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