Securing Contract Safety through Risk Diagnosis and Coordination of an NDA Draft

1. The Client's Situation

A client about to embark on joint-development collaboration with a leading overseas company requested a review of an NDA (non-disclosure agreement) draft received from the counterparty. The client had a concern that the clauses in the draft appeared to be structured unfavorably to it, and judged that clear interpretation and adjustment were needed, particularly regarding the protection of technical information and the obligations following termination of the contract.

Your Legal Team analyzed the NDA draft as a whole and identified the legal risks inherent in key clauses such as the scope of disclosure, grounds for termination, obligations following expiry of the contract, governing law, and the dispute-resolution method. In particular, we adjusted the wording so that the counterparty's requirements could be accommodated without difficulty while preventing the client's information from being excessively exposed, and we induced clear stipulation of the protection period for information requiring protection even after termination. Accordingly, we provided practical and balanced advice that enabled the client to amend the unfavorable clauses without difficulty.

With Your Legal Team's assistance, the client was able to effectively eliminate the NDA's risks and to enter into the contract in a direction in which its information could be stably protected. In addition, the contract was reorganized into a structure that could forestall interpretive disputes that might arise in the future, succeeding in stably laying the groundwork for strategic collaboration.