Demonstration. The firm, the parties and every contract here are fictional.

Clause Deskfor Marlowe & Finch

Compare two drafts

Clause by clause. Added words are underlined in garnet, deleted words are struck through.

Swap drafts

Mutual Non-Disclosure Agreement: first draft compared with second draft

11 clauses changed, 1 added, 2 removed. 23 unchanged. 13 clauses are numbered differently in the later draft.

Added Deleted

  1. Cover

    Changed

    Earlier draft

    p.1

    Mutual Non-Disclosure Agreement between Halden Robotics Ltd and Corvane Systems Inc. Dated 3 March 2025 Reference MF-NDA-2025-014 Fictional document prepared for a demonstration. It is not legal advice and binds no one.

    Later draft

    p.1

    Mutual Non-Disclosure Agreement between Halden Robotics Ltd and Corvane Systems Inc. Dated 17 March 2025 Reference MF-NDA-2025-014-v2 Second draft for signature Fictional document prepared for a demonstration. It is not legal advice and binds no one.

  2. Parties and background

    Changed

    Earlier draft

    p.3

    Parties and background This Agreement is made on 3 March 2025 between: (1) Halden Robotics Ltd, a company incorporated in England and Wales with company number 09874512 (“Halden”); and (2) Corvane Systems Inc., a corporation incorporated in the State of Delaware, United States of America (“Corvane”). Each of Halden and Corvane is a “party” and together they are the “parties”. (A) Halden develops autonomous picking systems for warehouses and Corvane operates fulfilment centres. (B) The parties wish to evaluate whether Corvane should buy and deploy Halden’s systems, and in doing so each expects to disclose confidential information to the other. They have agreed to protect that information on the terms of this Agreement.

    Later draft

    p.3

    Parties and background This Agreement is made on 17 March 2025 between: (1) Halden Robotics Ltd, a company incorporated in England and Wales with company number 09874512 (“Halden”); and (2) Corvane Systems Inc., a corporation incorporated in the State of Delaware, United States of America (“Corvane”). Each of Halden and Corvane is a “party” and together they are the “parties”. (A) Halden develops autonomous picking systems for warehouses and Corvane operates fulfilment centres. (B) The parties wish to evaluate whether Corvane should buy and deploy Halden’s systems, and in doing so each expects to disclose confidential information to the other. They have agreed to protect that information on the terms of this Agreement.

  3. Definitions and interpretation

    Changed

    Earlier draft

    1.1 p.3

    In this Agreement the following words have the meanings set out below: “Affiliate” means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. “Business Day” means a day other than a Saturday, a Sunday or a public holiday in England. “Confidential Information” means all information, in any form or medium, that is disclosed by or on behalf of a Disclosing Party to a Receiving Party in connection with the Permitted Purpose, whether before or after the Effective Date, and that is marked as confidential or would be understood by a reasonable person to be confidential given its nature and the circumstances of disclosure. It includes technical data, source code, designs, robot performance data, pricing, customer lists, business plans and the existence and content of the parties’ discussions. “Disclosing Party” means the party that discloses Confidential Information, and “Receiving Party” means the party that receives it. “Effective Date” means the date of this Agreement stated at its beginning. “Permitted Purpose” means evaluating whether the parties will enter into a supply agreement under which Halden supplies autonomous picking systems to Corvane. “Representatives” means, in relation to a party, its and its Affiliates’ directors, officers, employees, professional advisers and subcontractors. “Term” has the meaning given in clause 9.1. “Trade Secret” means Confidential Information that qualifies as a trade secret under the law that governs this Agreement or under any other applicable law.

    Later draft

    1.1 p.3

    In this Agreement the following words have the meanings set out below: “Affiliate” means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. “Business Day” means a day other than a Saturday, a Sunday or a public holiday in England. “Confidential Information” means all information, in any form or medium, that is disclosed by or on behalf of a Disclosing Party to a Receiving Party in connection with the Permitted Purpose, whether before or after the Effective Date, and that is marked as confidential or would be understood by a reasonable person to be confidential given its nature and the circumstances of disclosure. It includes technical data, source code, designs, robot performance data, pricing, customer lists, business plans and the existence and content of the parties’ discussions. “Disclosing Party” means the party that discloses Confidential Information, and “Receiving Party” means the party that receives it. “Effective Date” means the date of this Agreement stated at its beginning. “Permitted Purpose” means evaluating, negotiating and, if the parties agree terms, performing a supply agreement under which Halden supplies autonomous picking systems to Corvane. “Representatives” means, in relation to a party, its and its Affiliates’ directors, officers, employees, professional advisers and subcontractors. “Term” has the meaning given in clause 8.1. “Trade Secret” means Confidential Information that qualifies as a trade secret under the law that governs this Agreement or under any other applicable law.

  4. 3 clauses unchanged 1.2 to 2.2

    1. Definitions and interpretation

      Unchanged

      Earlier draft

      1.2 p.4

      In this Agreement: (a) headings do not affect interpretation; (b) “including” means “including without limitation”; (c) a reference to a statute includes that statute as amended or re-enacted from time to time; and (d) “writing” includes email.

      Later draft

      1.2 p.4

      In this Agreement: (a) headings do not affect interpretation; (b) “including” means “including without limitation”; (c) a reference to a statute includes that statute as amended or re-enacted from time to time; and (d) “writing” includes email.

    2. Confidentiality obligations

      Unchanged

      Earlier draft

      2.1 p.4

      The Receiving Party shall: (a) keep the Confidential Information strictly confidential; (b) use the Confidential Information only for the Permitted Purpose; (c) not disclose the Confidential Information to any person except as permitted by clause 2.2 or clause 4; (d) protect the Confidential Information with security measures at least as protective as those it applies to its own confidential information of a similar nature, and in any event with no less than a reasonable standard of care; and (e) not copy the Confidential Information except as reasonably necessary for the Permitted Purpose, and reproduce on every copy any confidentiality notice that appears on the original.

      Later draft

      2.1 p.4

      The Receiving Party shall: (a) keep the Confidential Information strictly confidential; (b) use the Confidential Information only for the Permitted Purpose; (c) not disclose the Confidential Information to any person except as permitted by clause 2.2 or clause 4; (d) protect the Confidential Information with security measures at least as protective as those it applies to its own confidential information of a similar nature, and in any event with no less than a reasonable standard of care; and (e) not copy the Confidential Information except as reasonably necessary for the Permitted Purpose, and reproduce on every copy any confidentiality notice that appears on the original.

    3. Confidentiality obligations

      Unchanged

      Earlier draft

      2.2 p.4

      The Receiving Party may disclose Confidential Information to those of its Representatives who need to know it for the Permitted Purpose, provided that each of them has been told that the information is confidential and is bound by written or professional duties of confidence no less protective than those in this Agreement. The Receiving Party is liable for any act or omission of its Representatives that would be a breach of this Agreement if it were the act or omission of the Receiving Party.

      Later draft

      2.2 p.4

      The Receiving Party may disclose Confidential Information to those of its Representatives who need to know it for the Permitted Purpose, provided that each of them has been told that the information is confidential and is bound by written or professional duties of confidence no less protective than those in this Agreement. The Receiving Party is liable for any act or omission of its Representatives that would be a breach of this Agreement if it were the act or omission of the Receiving Party.

  5. Confidentiality obligations

    Changed

    Earlier draft

    2.3 p.4

    The Receiving Party shall notify the Disclosing Party in writing within 48 hours of becoming aware of any actual or suspected unauthorised access to, or use or disclosure of, the Confidential Information, and shall give the Disclosing Party all reasonable assistance to contain the incident and to prevent a recurrence.

    Later draft

    2.3 p.4

    The Receiving Party shall notify the Disclosing Party in writing within 72 hours of becoming aware of any actual or suspected unauthorised access to, or use or disclosure of, the Confidential Information, and shall give the Disclosing Party all reasonable assistance to contain the incident and to prevent a recurrence.

  6. 3 clauses unchanged 2.4 to 3.2

    1. Confidentiality obligations

      Unchanged

      Earlier draft

      2.4 p.4

      Information does not need to be marked as confidential to be Confidential Information, but a Disclosing Party should, where practicable, mark documents and label oral disclosures as confidential.

      Later draft

      2.4 p.4

      Information does not need to be marked as confidential to be Confidential Information, but a Disclosing Party should, where practicable, mark documents and label oral disclosures as confidential.

    2. Exclusions

      Unchanged

      Earlier draft

      3.1 p.5

      The obligations in clause 2 do not apply to information that the Receiving Party can show, by written records: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully in its possession, free of any duty of confidence, before it was disclosed by the Disclosing Party; (c) is lawfully received from a third party who is not under any duty of confidence in respect of it; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

      Later draft

      3.1 p.5

      The obligations in clause 2 do not apply to information that the Receiving Party can show, by written records: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully in its possession, free of any duty of confidence, before it was disclosed by the Disclosing Party; (c) is lawfully received from a third party who is not under any duty of confidence in respect of it; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

    3. Exclusions

      Unchanged

      Earlier draft

      3.2 p.5

      Information is not within any exclusion in clause 3.1 merely because individual features of it are public, or because it is embraced by more general information that is public.

      Later draft

      3.2 p.5

      Information is not within any exclusion in clause 3.1 merely because individual features of it are public, or because it is embraced by more general information that is public.

  7. Exclusions

    Added

    Earlier draft

    Not in the earlier draft.

    Later draft

    3.3 p.5

    Nothing in this Agreement prevents the Receiving Party from using, for any purpose, general knowledge, skills and experience that its personnel retain in their unaided memory as a result of access to the Confidential Information, provided that the Receiving Party does not intentionally memorise the Confidential Information for the purpose of retaining and using it, and does not disclose the source of the Confidential Information or any Trade Secret.

  8. 2 clauses unchanged 4.1 to 4.2

    1. Compelled disclosure

      Unchanged

      Earlier draft

      4.1 p.5

      The Receiving Party may disclose Confidential Information to the extent that it is required to do so by law, by a court of competent jurisdiction or by a governmental or regulatory authority, provided that it: (a) gives the Disclosing Party prompt prior written notice of the requirement, where the law permits it to do so; (b) discloses only the minimum portion of the Confidential Information that it is legally required to disclose; and (c) gives the Disclosing Party reasonable assistance, at the Disclosing Party’s cost, in seeking a protective order or other remedy.

      Later draft

      4.1 p.5

      The Receiving Party may disclose Confidential Information to the extent that it is required to do so by law, by a court of competent jurisdiction or by a governmental or regulatory authority, provided that it: (a) gives the Disclosing Party prompt prior written notice of the requirement, where the law permits it to do so; (b) discloses only the minimum portion of the Confidential Information that it is legally required to disclose; and (c) gives the Disclosing Party reasonable assistance, at the Disclosing Party’s cost, in seeking a protective order or other remedy.

    2. Compelled disclosure

      Unchanged

      Earlier draft

      4.2 p.5

      Information disclosed under clause 4.1 remains Confidential Information for all other purposes.

      Later draft

      4.2 p.5

      Information disclosed under clause 4.1 remains Confidential Information for all other purposes.

  9. Return and destruction

    Changed

    Earlier draft

    5.1 p.5

    Within 30 days of the Disclosing Party’s written request, or of the expiry or termination of this Agreement, the Receiving Party shall return or securely destroy all documents and materials containing Confidential Information and shall confirm in writing, signed by one of its officers, that it has done so.

    Later draft

    5.1 p.6

    Within 14 days of the Disclosing Party’s written request, or of the expiry or termination of this Agreement, the Receiving Party shall return or securely destroy all documents and materials containing Confidential Information and shall confirm in writing, signed by one of its officers, that it has done so.

  10. 7 clauses unchanged 5.2 to 7.3

    1. Return and destruction

      Unchanged

      Earlier draft

      5.2 p.5

      The Receiving Party may keep copies of Confidential Information that it is required to keep by law or by the rules of a regulatory body, and copies held in automatic electronic backup systems until they are overwritten in the ordinary course, provided that it does not access them. Any Confidential Information that is kept remains subject to this Agreement for as long as it is kept.

      Later draft

      5.2 p.6

      The Receiving Party may keep copies of Confidential Information that it is required to keep by law or by the rules of a regulatory body, and copies held in automatic electronic backup systems until they are overwritten in the ordinary course, provided that it does not access them. Any Confidential Information that is kept remains subject to this Agreement for as long as it is kept.

    2. No licence, no warranty

      Unchanged

      Earlier draft

      6.1 p.6

      All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence or other right in the Confidential Information or in any patent, copyright, trade mark or other intellectual property right of the Disclosing Party, except the limited right to use Confidential Information for the Permitted Purpose.

      Later draft

      6.1 p.6

      All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence or other right in the Confidential Information or in any patent, copyright, trade mark or other intellectual property right of the Disclosing Party, except the limited right to use Confidential Information for the Permitted Purpose.

    3. No licence, no warranty

      Unchanged

      Earlier draft

      6.2 p.6

      Confidential Information is provided “as is”. The Disclosing Party gives no warranty that it is accurate or complete, and accepts no liability for any use made of it, except as may be set out in a definitive written agreement between the parties.

      Later draft

      6.2 p.6

      Confidential Information is provided “as is”. The Disclosing Party gives no warranty that it is accurate or complete, and accepts no liability for any use made of it, except as may be set out in a definitive written agreement between the parties.

    4. No licence, no warranty

      Unchanged

      Earlier draft

      6.3 p.6

      Neither party is obliged to disclose any particular information, or to enter into any further agreement with the other. Either party may end the discussions between them at any time.

      Later draft

      6.3 p.6

      Neither party is obliged to disclose any particular information, or to enter into any further agreement with the other. Either party may end the discussions between them at any time.

    5. Remedies

      Unchanged

      Earlier draft

      7.1 p.6

      Each party acknowledges that damages alone may not be an adequate remedy for a breach of this Agreement. The Disclosing Party is entitled to seek an injunction, specific performance or other equitable relief to prevent or stop a breach or threatened breach, without having to prove special damage.

      Later draft

      7.1 p.6

      Each party acknowledges that damages alone may not be an adequate remedy for a breach of this Agreement. The Disclosing Party is entitled to seek an injunction, specific performance or other equitable relief to prevent or stop a breach or threatened breach, without having to prove special damage.

    6. Remedies

      Unchanged

      Earlier draft

      7.2 p.6

      The Receiving Party is liable for all losses that the Disclosing Party reasonably incurs as a result of a breach of this Agreement by the Receiving Party or its Representatives.

      Later draft

      7.2 p.6

      The Receiving Party is liable for all losses that the Disclosing Party reasonably incurs as a result of a breach of this Agreement by the Receiving Party or its Representatives.

    7. Remedies

      Unchanged

      Earlier draft

      7.3 p.6

      The rights and remedies in this Agreement are in addition to any rights and remedies provided by law.

      Later draft

      7.3 p.6

      The rights and remedies in this Agreement are in addition to any rights and remedies provided by law.

  11. Non-solicitation

    Removed

    Earlier draft

    8.1 p.6

    During the Term and for 12 months after it ends, neither party shall directly solicit for employment any employee of the other party with whom it had material contact in connection with the Permitted Purpose.

    Later draft

    Removed from the later draft.

  12. Non-solicitation

    Removed

    Earlier draft

    8.2 p.6

    Clause 8.1 does not prevent a party from placing general advertisements for staff that are not targeted at the other party’s employees, or from hiring a person who responds to such an advertisement.

    Later draft

    Removed from the later draft.

  13. Term and survival

    Changed, renumbered 9.1 to 8.1

    Earlier draft

    9.1 p.7

    This Agreement begins on the Effective Date and continues for two years (the “Term”), unless either party ends it earlier by giving the other 30 days’ written notice.

    Later draft

    8.1 p.7

    This Agreement begins on the Effective Date and continues for two years (the “Term”), unless either party ends it earlier by giving the other 60 days’ written notice.

  14. Term and survival

    Changed, renumbered 9.2 to 8.2

    Earlier draft

    9.2 p.7

    The obligations of confidentiality and restricted use in this Agreement continue in respect of Confidential Information disclosed during the Term for three years after the Agreement expires or is terminated. In the case of a Trade Secret, those obligations continue for as long as the information remains a Trade Secret.

    Later draft

    8.2 p.7

    The obligations of confidentiality and restricted use in this Agreement continue in respect of Confidential Information disclosed during the Term for five years after the Agreement expires or is terminated. In the case of a Trade Secret, those obligations continue for as long as the information remains a Trade Secret.

  15. Term and survival

    Changed, renumbered 9.3 to 8.3

    Earlier draft

    9.3 p.7

    Clauses 5, 6, 7 and 10 continue after this Agreement expires or is terminated.

    Later draft

    8.3 p.7

    Clauses 5, 6, 7 and 9 continue after this Agreement expires or is terminated.

  16. 7 clauses unchanged 9.1 to 9.7

    1. General

      Unchanged, renumbered 10.1 to 9.1

      Earlier draft

      10.1 p.7

      This Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussions, understandings and agreements about it.

      Later draft

      9.1 p.7

      This Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussions, understandings and agreements about it.

    2. General

      Unchanged, renumbered 10.2 to 9.2

      Earlier draft

      10.2 p.7

      Neither party may assign or transfer any of its rights or obligations under this Agreement without the other party’s prior written consent, which shall not be unreasonably withheld.

      Later draft

      9.2 p.7

      Neither party may assign or transfer any of its rights or obligations under this Agreement without the other party’s prior written consent, which shall not be unreasonably withheld.

    3. General

      Unchanged, renumbered 10.3 to 9.3

      Earlier draft

      10.3 p.7

      A variation of this Agreement is effective only if it is in writing and signed by both parties.

      Later draft

      9.3 p.7

      A variation of this Agreement is effective only if it is in writing and signed by both parties.

    4. General

      Unchanged, renumbered 10.4 to 9.4

      Earlier draft

      10.4 p.7

      A failure or delay in exercising a right or remedy is not a waiver of it, and a single or partial exercise does not prevent its further exercise.

      Later draft

      9.4 p.7

      A failure or delay in exercising a right or remedy is not a waiver of it, and a single or partial exercise does not prevent its further exercise.

    5. General

      Unchanged, renumbered 10.5 to 9.5

      Earlier draft

      10.5 p.7

      If a provision of this Agreement is found to be invalid or unenforceable, the rest of the Agreement is unaffected and the provision shall be modified to the minimum extent needed to make it enforceable.

      Later draft

      9.5 p.7

      If a provision of this Agreement is found to be invalid or unenforceable, the rest of the Agreement is unaffected and the provision shall be modified to the minimum extent needed to make it enforceable.

    6. General

      Unchanged, renumbered 10.6 to 9.6

      Earlier draft

      10.6 p.7

      A notice under this Agreement must be in writing and delivered by hand or by an international courier to the address that the recipient has most recently notified to the sender for the purpose. It is treated as received when it is delivered.

      Later draft

      9.6 p.7

      A notice under this Agreement must be in writing and delivered by hand or by an international courier to the address that the recipient has most recently notified to the sender for the purpose. It is treated as received when it is delivered.

    7. General

      Unchanged, renumbered 10.7 to 9.7

      Earlier draft

      10.7 p.7

      This Agreement may be signed in counterparts, and by electronic signature, each of which is an original and all of which together are one agreement. Nothing in it creates a partnership or agency between the parties.

      Later draft

      9.7 p.7

      This Agreement may be signed in counterparts, and by electronic signature, each of which is an original and all of which together are one agreement. Nothing in it creates a partnership or agency between the parties.

  17. Governing law and jurisdiction

    Changed, renumbered 11.1 to 10.1

    Earlier draft

    11.1 p.7

    This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the laws of England and Wales.

    Later draft

    10.1 p.7

    This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

  18. Governing law and jurisdiction

    Changed, renumbered 11.2 to 10.2

    Earlier draft

    11.2 p.8

    The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

    Later draft

    10.2 p.8

    The state and federal courts located in the State of Delaware have exclusive jurisdiction to settle any such dispute or claim.

  19. Governing law and jurisdiction

    Changed, renumbered 11.3 to 10.3

    Earlier draft

    11.3 p.8

    Nothing in clause 11.2 prevents a party from seeking injunctive relief under clause 7.1 in any court of competent jurisdiction.

    Later draft

    10.3 p.8

    Nothing in clause 10.2 prevents a party from seeking injunctive relief under clause 7.1 in any court of competent jurisdiction.

  20. 1 clause unchanged Execution

    1. Execution

      Unchanged

      Earlier draft

      p.9

      Execution This Agreement has been entered into on the date stated at the beginning of it. Signed for and on behalf of Halden Robotics Ltd: Signature | Date Name: Elena Marchetti Title: Chief Operating Officer Signed for and on behalf of Corvane Systems Inc.: Signature | Date Name: Daniel Okonkwo-Reid Title: General Counsel

      Later draft

      p.9

      Execution This Agreement has been entered into on the date stated at the beginning of it. Signed for and on behalf of Halden Robotics Ltd: Signature | Date Name: Elena Marchetti Title: Chief Operating Officer Signed for and on behalf of Corvane Systems Inc.: Signature | Date Name: Daniel Okonkwo-Reid Title: General Counsel