Quiz 3: Advanced — NDA Drafting

Question 1 of 5

A pharmaceutical company is conducting due diligence on a target biotech. Public sources contain (a) the target's filings, (b) its patent portfolio, and (c) industry reports on its likely candidate pipeline. The target wants protection against the acquirer combining these elements to derive the target's actual pipeline strategy. Which clause addresses this risk most directly?

AA standard public-domain carve-out, since publicly available information is excluded. BA compilation clause, which brings combinations of public-domain elements within Confidential Information where the compilation itself is not publicly available. CThe independent development carve-out, since the acquirer is doing its own analysis. DThe residuals clause, since the analysis is done by the acquirer's employees from memory.

Question 2 of 5

Standstill provisions in an M&A NDA typically restrict the receiving party from certain actions for a specified period. Which of the following is commonly NOT included in a standard M&A NDA standstill?

AAcquiring shares in the target without prior written consent. BInitiating or participating in proxy contests. CSoliciting the target's employees or customers. DPricing the receiving party's existing products competitively in unrelated markets.

Question 3 of 5

What is the distinguishing factor between a lawful confidentiality obligation under Indian law and one that risks being void under Section 27 of the Contract Act?

AWhether the obligation is in writing. BWhether the obligation is information-specific (protecting identified confidential information) or activity-specific (effectively restricting the receiving party's ability to practise its trade or profession). CWhether the NDA is filed with the Registrar of Companies. DWhether consideration is monetary.

Question 4 of 5

In what circumstances is it acceptable for a bilateral NDA to contain asymmetric remedies — for example, granting one party rights to injunction and specific performance while limiting the other to damages claims?

AAlways — bilateral NDAs commonly have asymmetric remedies based on negotiating leverage. BOnly where the actual information flow is meaningfully asymmetric, such that one party's information is much more sensitive than the other's, and the remedial asymmetry reflects this. Otherwise asymmetric remedies are commercially unjustifiable and legally suspect. CNever — bilateral NDAs must always have fully symmetric remedies regardless of context. DOnly when the parties are based in different jurisdictions.

Question 5 of 5

An NDA contains an arbitration clause referring all disputes to arbitration. Why must it also include a carve-out permitting either party to seek interim or interlocutory relief from a court of competent jurisdiction?

ABecause arbitration agreements are void under Section 28 of the Contract Act without such a carve-out. BBecause arbitrators cannot grant interim injunctions with the same urgency and enforceability as courts, and a Section 9 (Arbitration and Conciliation Act) application to court for interim measures is the standard route to obtain urgent injunctive relief while keeping the underlying dispute in arbitration. CBecause the Code of Civil Procedure requires it for any commercial dispute. DBecause injunctions cannot be granted in arbitration at all under Indian law.

Quiz 3 — Advanced (Optional)