NDA Downstream Liability Provision

A NDA Downstream Liability Provision is a liability extension responsibility allocation NDA provision that extends NDA confidentiality liability for NDA representative breaches.

• AKA: NDA Representative Liability Clause, NDA Vicarious Responsibility Provision.
• Context:
  • It can typically assign NDA Principal Liability for NDA agent action.
  • It can typically cover NDA Employee Breaches within NDA liability scope.
  • It can typically include NDA Contractor Violations in NDA responsibility chain.
  • It can typically establish NDA Indemnification Obligations for NDA third-party claim.
  • It can typically require NDA Representative Controls through NDA compliance measure.
  • ...
  • It can often extend to NDA Affiliate Actions within NDA corporate structure.
  • It can often include NDA Professional Advisors in NDA liability coverage.
  • It can often impose NDA Preventive Dutys on NDA disclosing party.
  • It can often specify NDA Damage Calculations for NDA breach assessment.
  • ...
  • It can range from being a Narrow NDA Downstream Liability Provision to being a Broad NDA Downstream Liability Provision, depending on its NDA representative scope.
  • It can range from being a Limited NDA Downstream Liability Provision to being an Unlimited NDA Downstream Liability Provision, depending on its NDA damage cap.
  • ...
  • It can work with NDA Third-Party Disclosure Control Provision for NDA comprehensive control.
  • It can support NDA Standard of Care Provision for NDA duty definition.
  • It can integrate with Risk Mitigation and Liability Management Clause for NDA risk allocation.
  • It can reference Limitation on Liability Clause for NDA liability boundary.
  • ...
• Example(s):
  • Employment NDA Downstream Liability Provisions, such as:
    • Executive Team NDA Downstream Liability Provision covering NDA C-suite action.
    • R&D Team NDA Downstream Liability Provision covering NDA researcher breach.
    • Sales Team NDA Downstream Liability Provision covering NDA sales representative disclosure.
  • Contractor NDA Downstream Liability Provisions, such as:
    • IT Consultant NDA Downstream Liability Provision for NDA technical contractor.
    • Marketing Agency NDA Downstream Liability Provision for NDA creative team breach.
  • Corporate NDA Downstream Liability Provisions, such as:
    • Subsidiary NDA Downstream Liability Provision for NDA affiliate breach.
    • Joint Venture Partner NDA Downstream Liability Provision for NDA partner representative.
  • ...
• Counter-Example(s):
  • Direct Liability Provision, which addresses primary party breach rather than NDA representative action.
  • Insurance Requirement Clause, which transfers risk to insurer rather than NDA liability extension.
  • Hold Harmless Clause, which releases liability entirely rather than NDA downstream allocation.
• See: Contractual Liability, Indemnification Clause, Agency (Law), Repair and Restoration Obligation Provision.

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