Приклад відповіді чатботу на один з NDA, який клієнт надіслав компанії

Potential Red Flags, Ambiguities, and Areas of Concern:

1. Clause 1 (Non-Disclosure of Confidential Information) does not specify the standard of care that the Receiving Party must use to protect the Disclosing Party's Confidential Information. It only states that the Receiving Party will take "all reasonable measures" to maintain confidentiality.

2. Clause 2 (Term) states that the Agreement will last for 5 years from the date of execution. This could be considered a long period of time for an NDA and may create an undue burden on the Receiving Party.

3. Clause 4 (Disclaimer) is very broad and disclaims any warranty or representations related to the Confidential Information. This could be considered overreaching and may create ambiguity regarding the quality and accuracy of the information being disclosed.

4. Clause 7 (Unauthorized Use) only requires the Receiving Party to "promptly advise" the Disclosing Party of any unauthorized use or disclosure of Proprietary Information. There is no explicit obligation for the Receiving Party to take corrective action or to mitigate the harm caused by such unauthorized use or disclosure.

5. Clause 9 (Modifications) states that the Agreement can only be modified through a written contract executed by the party against whom enforcement is sought. This could lead to confusion regarding which modifications are valid and enforceable.

Enforceability and Legal Risks:

1. The lack of a specific standard of care in Clause 1 may create legal risks for both parties. If the Receiving Party does not adequately protect the Confidential Information, the Disclosing Party may have difficulty proving a breach of the Agreement.

2. The 5-year term in Clause 2 could be considered overreaching and potentially unenforceable if a court finds that it creates an undue burden on the Receiving Party.

3. The broad disclaimer in Clause 4 could be seen as an attempt to shield the Disclosing Party from liability for inaccurate or misleading information. This could create legal risks for the Receiving Party if they rely on the Confidential Information and suffer damages as a result.

Alternative Language and Provisions:

1. In Clause 1, specify a standard of care, such as requiring the Receiving Party to protect the Confidential Information using the same degree of care as it would use to protect its own confidential information, but in no event less than a reasonable standard of care.

2. In Clause 2, consider shortening the term of the Agreement to a more reasonable duration, such as 2 or 3 years.

3. In Clause 4, narrow the scope of the disclaimer to more accurately reflect the limitations of the Confidential Information and avoid creating ambiguities regarding the quality and accuracy of the information being disclosed.

4. In Clause 7, include an explicit obligation for the Receiving Party to take corrective action and mitigate the harm caused by unauthorized use or disclosure of Proprietary Information.

5. In Clause 9, clarify the process for modifying the Agreement, such as requiring written consent from both parties for any modifications to be valid and enforceable.

Negotiation Strategies:

1. The Receiving Party should request specific changes to address the identified red flags and legal risks, clearly explaining the reasons behind their concerns and the potential negative impacts on both parties.

2. The Receiving Party could propose a mutual NDA, where both parties agree to protect each other's confidential information, to create a more balanced agreement and increase the likelihood of a mutually beneficial outcome.

3. The Receiving Party should consider proposing alternative clauses or provisions to address any identified red flags or legal risks and demonstrate a willingness to work collaboratively to reach a mutually acceptable agreement.

4. The Receiving Party should be prepared to compromise on certain aspects of the Agreement, focusing on the most important concerns and prioritizing