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Facilitator Guide

NDAs

What’s covered

  • What NDAs are and how they're negotiated
  • One-way vs. mutual NDAs
  • Definition of Confidential Information and standard exclusions
  • Core obligations: non-disclosure, use restrictions, and permitted disclosures
  • AI restrictions and legally required disclosures
  • Residuals, reverse engineering, and non-solicitation provisions
  • Destruction of confidential information
  • Term, survival, and injunctive relief

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/ndas/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

  • still frame from NDAs

    Course

    NDAs

    An examination of Non-Disclosure Agreements. The course includes a detailed walkthrough of a sample NDA, explaining each provision’s importance and how it impacts the parties.

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    Exercise

    PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • What is the difference between a one-way and mutual NDA, and when would you use each?
  • What are some different ways an NDA might define Confidential Information?
  • What are the standard exclusions from confidential information protection?
  • How does the "purpose" clause function as a use restriction, and why does it matter?
  • What is a Residuals clause?
  • Why might a party want or not want a non-solicitation clause in their NDA?
  • Why do parties include AI restrictions clauses in NDAs?
  • How does the survival period affect the parties' obligations after the NDA expires?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system's breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don'ts)
  • Firm-specific guidance and practices

After the session

To continue learning, attendees can check out related courses in Hotshot's M&A Basics topic.