Quiz 1: Mid-Course Assessment — NDA Drafting

Question 1 of 5

A founder is pitching her business plan to a single prospective investor and wants an NDA in place. Which NDA structure is the most appropriate, and why?

ABilateral — both parties should always have equal confidentiality obligations. BUnilateral — only the investor will receive confidential information; only she needs to be bound. CMultilateral — to cover the investor's partners as well. DNo NDA is needed; investors are under implied confidentiality obligations.

Question 2 of 5

A receiving party insists on including a residuals clause in an NDA. What does this clause carve out from the confidentiality obligation?

AInformation that the disclosing party fails to mark as confidential at the time of disclosure. BInformation retained in the unaided memory of the receiving party's personnel who had access to the confidential information. CInformation that the receiving party returns or destroys at the disclosing party's request. DInformation disclosed before the NDA was executed.

Question 3 of 5

Which of the following is NOT one of the four standard carve-outs from the definition of Confidential Information?

AInformation already in the public domain through no act or omission of the receiving party. BInformation independently developed by the receiving party without reference to the confidential information. CInformation that the receiving party finds commercially inconvenient to keep confidential. DInformation received from a third party who is not under any confidentiality obligation to the disclosing party.

Question 4 of 5

A receiving party studies pricing data shared by the disclosing party and uses it internally to restructure its own pricing model. It never tells anyone else about the data. Which NDA obligation, if any, has been breached?

ANo breach — the information was never disclosed to a third party. BOnly the non-disclosure obligation, since use is permitted as long as no disclosure occurs. CThe non-use obligation, which prohibits use of confidential information for purposes other than the permitted Purpose, separately from the non-disclosure obligation. DThe standard of care obligation, because internal use requires reasonable care.

Question 5 of 5

A receiving party receives a court order requiring disclosure of confidential information. Under a well-drafted compelled disclosure clause, what must the receiving party do before complying?

ARefuse to comply with the court order until the disclosing party consents in writing. BPromptly notify the disclosing party (where legally permitted), cooperate with efforts to seek a protective order, and disclose only the minimum legally required. CDisclose all confidential information ever shared between the parties to satisfy the court fully. DTreat the court order as terminating the NDA, releasing it from all further obligations.

Quiz 1 — Mid-Course