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When drafting an NDA, it is critical to be as specific as possible. A contract can be declared null and void if the language is unduly broad, irrational, or onerous. Agreements that are overly broad, oppressive, or attempt to contain non-confidential information will also be challenged or invalidated by the courts.

A mutual confidentiality agreement (also known as a non-disclosure agreement or NDA) where both parties will be disclosing confidential information to each other for general commercial purposes.

To prove a Fraud by Non-disclosure, the victim (i.e., plaintiff) must generally prove that the: Defendant concealed from or failed to disclose certain facts to the plaintiff; Defendant had a duty to disclose the facts to the plaintiff (e.g., defendant created a false impression or defendant was a fiduciary);

A confidentiality agreement should include a clear definition of the confidential information, scope of the agreement, obligations of the receiving party, the duration of the contract, any exceptions to confidentiality, and the consequences of a breach of the contract.

The specific information that should be protected by a mutual NDA will depend on the circumstances of the agreement, but generally includes any information that is not generally known to the public and that has commercial value to the disclosing party.

How to write a non-disclosure agreement: What's included? Introduction. Definition of confidential information. How to handle confidential information. Exclusions from confidential information. Obligations of receiving party. Duration of agreement. Resolving disputes. Integration.