Best Strategies for Drafting, Negotiating, and Enforcing Mutual Non-Disclosure Agreements

Kristin Kreuder | Outside GC LLC

Kristin Kreuder is a seasoned in-house corporate attorney trained at two of the nation’s top law firms (Shearman & Sterling and Weil, Gotshal & Manges) with over 24 years of experience advising both public and private companies of all sizes (from start-ups to well-seasoned corporate giants) and individual entrepreneurs across a spectrum of industries, including in the media, manufacturing, energy (gas/power), food/beverage, technology, banking, fashion, sports, medical services and devices, trade association and consulting spaces. Her clients at Outside GC have included, among many others, Frontera Consulting, Lysis Financial, Specialty Food Association, Inc., Ideal Image, Ascena Retail Group, Paloma Works, ID-Queue, Energy BPO, Transition Overwatch, Great Hill Partners, and Wiederhoeft.

Kristin leverages this experience to provide her clients with practical, business-centric legal advice grounded in a solid understanding of tactical business issues. Kristin regularly handles a broad range of legal matters, including the analysis, structuring, drafting and negotiation of a comprehensive variety of agreements.

Brian Heller | Outside GC LLC

Brian Heller has over 20 years of experience as a lawyer and business development executive in Digital Media, SaaS, Ad- Tech, Cloud Services, Online Advertising, e-Commerce, Streaming Media, Social Media, Software, and general Tech, including work for Shearman & Sterling, Akin Gump, AOL, and Private Equity owned startups.

Brian’s experience at Outside GC spans industries such as: SaaS, Digital Media, Advertising & Ad Tech, E-Commerce, Big Data, IoT, Cloud Services, Hardware, Software, Retail, Development, Energy, Healthcare, Government Contracting, Rare Coins & Collectibles, b2b, b2c, etc.

I. MNDAs | 2:00pm – 2:15pm

• Definition and Purpose of MNDAs
• Key Elements of a Mutual Non-Disclosure Agreement
• Differences Between NDAs and MNDAs
• Importance in Business Context

II. When to Use an MNDA | 2:15pm – 2:30pm

• Scenarios Requiring MNDAs (e.g., mergers, joint ventures)
• Risks of Not Using an MNDA

III. Drafting an Effective MNDA | 2:30pm – 2:45pm

• Essential Clauses in an MNDA
• Strategies for Drafting
• Common Pitfalls to Avoid

IV. MNDA Use in the Private Equity Setting | 2:45pm – 3:00pm

• Governing Law and Jurisdiction Issues
• Strategies for Negotiating with International Partners
• Case Examples: Cross-Border MNDA Challenges

Break | 3:00pm – 3:10pm

V. MNDAs in the Context of Data Privacy | 3:10pm – 3:30pm

• Data Protection Agreements
• HIPAA Considerations and Business Associate Agreements
• Cybersecurity Considerations in Information Sharing

VI. Example Negotiation of an MDNA | 3:30pm – 3:50pm

• Disclosing Party Concerns
• Receiving Party Concerns
• Reasonable Compromise Positions

VII. Seeking Professional Advice | 3:50pm – 4:10pm

• When to Consult Legal Experts
• Finding the Right Legal Counsel for MNDAs
• Resources for Ongoing Education and Support