A three-way non-disclosure agreement (NDA) is a legal document that sets out the confidential information that is being shared between three parties. This type of agreement is particularly useful in situations where a business engages multiple third-party service providers for a project or when three parties need to collaborate on a new product or service. Here, we discuss the three essential components of any three-way NDA and provide a template to help you create your own three-way NDA.

Essential Components of A Three-Way NDA

A three-way NDA will typically include three key components:

1. Definition of Confidential Information: The first component of a three-way NDA is a definition of the confidential information that is being shared amongst the parties. This definition should be broad enough to cover all the information that is being shared or discussed between the parties, but at the same time, it should not be too broad. A good way to start is by defining what is not considered confidential, such as information that is already in the public domain or information that the receiving party already knows.

2. Obligations of the Parties: The second component of a three-way NDA is the obligations of each party. Each party must be clear about what confidential information they are receiving and what they can and cannot do with that information. Additionally, the obligations of the parties should also include the duration of the non-disclosure agreement and the consequences of any breaches.

3. Exclusions and Exceptions: The final component of a three-way NDA is the exclusions and exceptions. This refers to specific situations where confidential information may need to be disclosed. For instance, a party may be required to disclose information to comply with legal requirements, or if the information is already publicly available.

Three-Way NDA Template

The following is a sample template for a three-way NDA. This template can be customized to meet your specific needs.

[Insert Date]

Three-Way Non-Disclosure Agreement

This Non-Disclosure Agreement is entered into by and among [Party A], [Party B] and [Party C] (collectively referred to as the “Parties”) for the purpose of preventing the unauthorized disclosure of Confidential Information.

1. Definition of Confidential Information.

The “Confidential Information” means any non-public information that the Parties have or will receive from each other, including but not limited to, business plans, customer lists, financial information, and technical data.

2. Obligations of the Parties.

2.1 Each Party agrees not to use Confidential Information for any purpose other than the purpose of the project.

2.2 Each Party agrees to keep Confidential Information strictly confidential.

2.3 Each Party agrees to limit access to Confidential Information to employees or contractors who need to know the information for the purpose of the project.

2.4 Each Party agrees to take all necessary measures to protect Confidential Information from disclosure to unauthorized third parties.

2.5 Each Party agrees not to disclose Confidential Information to anyone without the prior written consent of the other Parties.

2.6 The obligations of the Parties shall continue for [Insert Duration] years from the date of this Agreement.

3. Exclusions and Exceptions.

3.1 The Parties agree that the obligations of confidentiality do not apply to any information that is already publicly available or that becomes publicly available through no fault of the receiving party.

3.2 The Parties agree that they may disclose Confidential Information to the extent required by law or legal process, provided that the disclosing party gives the other Parties prior notice of the required disclosure.

3.3 The Parties agree that they may disclose Confidential Information to their respective attorneys, accountants, or other professional advisors as necessary for the purpose of seeking advice or obtaining services.

4. Remedies.

4.1 If a Party breaches any term of this Agreement, the other Parties shall be entitled to obtain injunctive relief to prevent any further disclosures of Confidential Information.

4.2 The Parties acknowledge that if Confidential Information is disclosed in violation of this Agreement, irreparable damage will result, and that monetary damages will be inadequate to compensate for such damage.

5. Governing Law.

This Agreement shall be governed by the laws of [Insert Governing Law] without regard to its conflict of laws principles.

6. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral.

7. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Conclusion

A three-way non-disclosure agreement is an essential legal document for businesses and organizations who collaborate with multiple third-party service providers. The document ensures that the confidential information shared among parties is kept secure and protected. The template provided above can be used to create your own three-way NDA or can be customized to suit your specific needs. Remember to consult with a legal expert before finalizing any legal document.