Legal Question in Business Law in Missouri

Non-Disclosure / Condfidentiality Agreement

Are non-disclosure and confidentiality agreements the same; if not, when does one use one over the other?

Hypothetical case: A company that resides in N.J. would like to enter into a 'strategic alliance' with a company that resides in Missouri. The purpose is to submit materials to the Missouri company for specific chemical analysis that the N.J. company does not perform in-house. Since the materials are the property of the customers of the N.J. company, and are investigational therapeutic drugs, they must be protected. Good will and good public relations are some of the reasons that the N.J company is pursuing this connection.

In this case what would be the most suitable and all-inclusive agreement to use so that both parties would be legally protected from theft of information?


Asked on 10/17/03, 5:04 pm

3 Answers from Attorneys
Walter LeVine Walter D. LeVine, Esq.

Re: Non-Disclosure / Condfidentiality Agreement

While the concepts are essentially the same, they cover different aspects of the same matter. Confidentiality requires that any information disclosed remain confidential and not be used by the receiving company in any way. As an adjunct, they may not disclose this information to anyone, internally or to third parties. A proper agreement has provisions covering both aspects, the duration, territorial limitations and penalties for breach. If you need assistance in the preparation of this type of agreement, call me at 973-377-3313 or e-mail me directly.

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Answered on 10/21/03, 10:56 am
Bernard J. Berkowitz Berkowitz & Raiken

Re: Non-Disclosure / Condfidentiality Agreement

The simple answer is they are the same. The more difficult answer is that you need to have prepared a document or contract that will protect you. In addition to a non-disclosure document with the reviewing company, you should have a release from the supplier so they cannot not sue you for any potential disclosure. If our firm can be of further help, please call for an appointment. We have prepared many similiar documents in the past.

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Answered on 10/20/03, 12:04 pm
J. Bryan Tuk Mandracchia & Modesti, LLC

Re: Non-Disclosure / Condfidentiality Agreement

The type of agreement you have described is largely a contract that is the product of negotiation between the parties. As to your queston of a "non-disclosure" agreement vs. a "confidentiality" agreement, you are probably using two names to describe the same instrument (i.e. contract).

As I am licensed in NJ, I can assist you in the preparation of this agreement, and I would be happy to discuss the isue with you further.

Please call me at (215) 540-2633.

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Answered on 10/19/03, 1:15 pm


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