Negate a full Indemnity Clause in an NDA

Discussion in 'Australian Law Students Forum' started by Ben786, 15 August 2018.

  1. Ben786

    Ben786 Member

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    Good day folks.
    I need your genius insight please.
    I have been provided with an NDA or Confidentiality Agreement to sign. One clause is causing me concern, its the Indemnity clause. I want to sign the NDA but want to ensure that should the disclosing party provide me with information and then for whatever reason, believe that I have breached the NDA, the way I read the Indemnity clause is that they can take whatever action they deem appropriate, and I am on the hook for the money. I don't have a problem signing with the clause in the NDA, but I would prefer to have an Indemnity clause that places the burden of proof on the disclosing party and once a breach can be proven, then and only then does the Receiving party become liable. Kindly amend to my favour (the Receiving party).
    Here's the clause:
    "The receiving Party indemnifies and must keep indemnified the disclosing Party against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the disclosing Party or which the disclosing Party may pay, sustain or incur as a direct or indirect result of any breach of this Agreement by the receiving Party."
     
  2. Rod

    Rod Well-Known Member

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    The disclosing party still has the onus of proof if they claim a breach.
     
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  3. Ben786

    Ben786 Member

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    Thanks Rod. It's 101 but a good reminder anyway. Is there an online legal service I can subscribe to that can assist with proper doc reviews?
     
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