Common Verbiage of Agreement
Bilateral Non-Disclosure Agreement in Regard to the Transference of CFO/CEO Duties
This Bilateral Non-Disclosure Agreement in Regard to the Transference of CFO/CEO Duties is entered into effect as the agreed upon date of [INSERT DATE] by the herein agreed upon parties.
[INSERT COMPANY NAME], a corporate entity of intergalactic organization, which exists under the laws of the jurisdiction of its incorporation, and its principal place of business which is registered under [HOME TERRITORY] and is further known as Party A for the purposes of this agreement.
and
[INSERT EMPLOYEE NAME], a corporate employee either previously or newly hired by Party A, who is also under all laws of the jurisdiction of Party A’s incorporation, and its principal place of business which is registered under [HOME TERRITORY] and is further known as Party B for the purposes of this agreement.
Whereas, Party A and Party B (collectively referred to as the "Parties") wish to enter into a confidential business agreement for the purpose of exploring potential collaborations, partnerships, and other business opportunities in regard to the uptake of CFO and/or CEO duties and responsibilities; and
Whereas, in connection with such a relationship, each Party may not disclose certain confidential and proprietary information to any outside of these discussions; and
As per corporate law states this agreement (with details of corporate importance redacted) be made available for public access upon request.
Therefore, in consideration of the premises and the mutual covenants contained herein, the Parties agree as follows:
Confidential Information:
1.1 Definition: "Confidential Information" shall mean any information, whether oral, written, or in any other tangible or intangible form, disclosed by either of the Parties to anyone outside of these discussions. Information includes anything that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure.
1.2 Exclusions: Confidential Information shall not include any information that:
(a) is or becomes publicly available through no fault of either Party;
(b) is priorly agreed upon to have been released for public consumption by both Parties and can henceforth be discussed openly;
(c) is information related to publicly available that is tangential but unrelated to the open discussions of this agreement.
Obligations:
2.1 Non-Disclosure: Either Party shall maintain the Confidential Information in strict confidence and shall not disclose, transfer, or make it available to any third party without the prior written consent of the opposing Party, except as expressly permitted under this Agreement.
2.2 Use Limitation: Both Parties shall use the Confidential Information solely for the purpose of evaluating, discussing, and negotiating potential collaborations, partnerships, or other business opportunities between one another, and for no other purpose.
2.3 Standard of Care: All involved Parties shall exercise the same degree of care to protect the Confidential Information being discussed as it would with its own confidential information, but in no event less than reasonable care.
Term and Termination:
3.1 Term: This Agreement shall commence on [INSERT DATE] and shall continue in effect until discussions have closed and agreed-upon details have been enacted unless terminated earlier as provided herein.
3.2 Termination for Convenience: Either Party may terminate this Agreement for any reason by providing written notice to the other Party.
3.3 Survival: The obligations of confidentiality and restrictions on use set forth in this Agreement shall survive the termination of this Agreement indefinitely.
Miscellaneous:
4.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [INSERT HOME TERRITORY]
4.2 Entire Agreement: This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether oral or written.
4.3 Amendment: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
4.4 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
In Witness Whereof, the Parties have agreed on this Bilateral Non-Disclosure Agreement in Regard to the Transference of CFO/CEO Duties to be duly executed as of [INSERT DATE].
[INSERT COMPANY NAME]
[Authorized Representative]
Title: ________________________
[INSERT EMPLOYEE NAME]
[Authorized Representative]
Title: ________________________
Notes Regarding this Article
This article is designed to be boring; to illuminate the often frustrating and overly bureaucratic world of MegaCorpo business.
Please also note that I based the agreement verbiage off of widely available NDA language, so it will read like a legitimate NDA-style agreement. And hence will be quite boring; which is intentional.
Summary
A Non-Disclosure Agreement in Regard to the Transference of CFO/CEO Duties is a frequently used bureaucratically designed form that is signed and agreed upon by two parties within a company, especially within MegaCorpos when a transference of duties is required at the top level of the business. Especially when it involves the roles of the Chief Financial Office and the Chief Executive Officer.
The signing of this waiver dictates that either party in discussions will not speak or share any information regarding the transfer until after the transfer has been made. And even after, certain aspects of the transfer can never be discussed, depending on the details found in the agreement. Typically this would be things like bonus compensations and insider business details.
The contents of these agreements are often designed to be long and boring; dissuading anybody from reading them too carefully. Often times small inserts are added in by the company that would allow them to take advantage of or easily remove the inbound CFO or CEO if they end up being problematic.
By corporate law, these agreements must always be made public with any internal information redacted. As such the discovery of these sorts of NDAs is often viewed as confirmation of an incoming transfer of power from an outbound employee to an incoming one. Often times this signifies a major change at the top levels of managerial and ownership powers within a large company or MegaCorpo.
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