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Annotations

AI-assisted notes from this document

Risk

The breadth is driven by the fact-of-discussions language plus the reasonable-understanding catch-all. That makes the confidentiality net wider than a reviewer would normally expect in a mutual NDA.

Risk

This raises the evidentiary bar on every standard exclusion. A party may lose an exclusion even where independent development or prior knowledge is true but not documented in the required form.

Risk

The two-year headline term is undercut by a perpetual confidentiality tail for all confidential information. Market-standard drafting usually limits ordinary confidential information and lets only trade secrets survive indefinitely.

Risk

A one-way, uncompensated feedback assignment is out of place in a mutual NDA. A narrower license or reciprocal drafting would better match the document's stated mutual structure.

Risk

The injunction language is common, but the fee-shifting sentence is one-way. Kestrel pays Corveth's enforcement costs, with no matching recovery right if Kestrel enforces the agreement.

Risk

This is broader than a no-solicit because it also blocks hiring. It is one-directional and has a 24-month post-term tail.

Risk

Corveth's M&A and affiliate carve-out is standard on its own; the issue is that Kestrel does not get the same flexibility. The practical redline is to make the carve-out mutual.

Annotations are AI-assisted and may miss context.

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