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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 117401
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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I would like to have a NDA looked over business. I already

Customer Question

I would like to have a NDA looked over for my business. I already have the outline for the NDA and just need an attorney to review it and make any small changes that may be needed based on my goal, which is to protect my company when I disclose who our customers are to specific 3rd parties.
Submitted: 1 year ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 1 year ago.

Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.

We can review the NDA and make suggestions for you to change. You need to upload a link to the form so we can review it.

Customer: replied 1 year ago.
Please look over the attached NDA that I provided and make any changes that you see necessary to protect the best interest of my company.I want to make sure that when I hire a 3rd party for their services that they and/or any of their affiliates will not attempt to contact my customers directly, they will not solicit our customers for any services and they will not sell our customers information. I also want to make sure that my company is given 100% credit for any work done and the 3rd party's company should never be mentioned when working for our company.
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your reply.
So, you want more than just a NDA, you need to insert a non-solicitation clause.
You need to state:
For the duration of the contract between the parties and for a period of two (2) years from the termination of the contract, Receiving Party shall not solicit any customers of Disclosing party in any manner and shall contact them only on behalf of the Disclosing Party. Receiving Party shall not communicate in any manner the nature of their relationship between disclosing party and receiving party and shall represent to all customers of disclosing party that they are the agents of the disclosing party.
You also need a damages clause:
In the event of breach of this agreement, the breaching party shall be liable for the actual damages suffered by the non-breaching party or in the event actual damages cannot be readily determined, liquidated damages in the amount of $X (it needs to be a reasonable amount that represents what you believe their breach would cost you), whichever amount is greater, plus any legal costs and fees with pursuing breach, including but not limited to attorney's fees. The breaching party also agrees to an injunction to enjoin breaching conduct.
This agreement will be enforced under laws of the State of WA in a court in the State of WA of competent jurisdiction in Lake Stevens, WA.

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