MUTUAL NDA EXPLAINER FOR SKINCARE BRANDS AND MANUFACTURERS
From koreanoem.com/skincare-business-templates

This is a plain-words explainer, NOT an NDA and NOT legal advice.
Use it to understand an NDA before you sign one, and ask a lawyer
in your country to review any agreement that matters to you.

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WHAT AN NDA IS
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An NDA (non-disclosure agreement, also called a confidentiality
agreement) is a contract in which one or both parties promise to
keep certain information secret and to use it only for an agreed
purpose.

One-way NDA: only one side shares secrets and only the other side
promises to protect them.
Mutual NDA: both sides share secrets and both promise to protect
them. A brand and a manufacturer usually need a mutual NDA,
because information flows both ways.

What the BRAND usually shares:
- Product concepts, briefs, claims and launch plans
- Artwork, brand names and packaging designs before launch
- Target prices, sales forecasts, channels and customer data

What the MANUFACTURER usually shares:
- The full ingredient list (INCI) and specifications
- Test reports, stability data and process information
- Pricing and terms

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THE CLAUSES, IN PLAIN WORDS
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1. Parties
   Who signs. Use the exact legal names of the companies,
   the same company that will place orders and own the brand.

2. Purpose
   Why the information is shared, for example "to evaluate and
   carry out the development and manufacture of skincare
   products". Information may be used only for this purpose.

3. Confidential information
   What is protected. For skincare this should cover formulas,
   ingredient lists, specifications, test results, artwork and
   brand names before launch, prices, forecasts and business
   plans, in any form (written, verbal, samples, files).

4. Exclusions
   What is NOT protected: information that is already public,
   that the receiver already knew, that the receiver develops
   independently, or that it receives lawfully from someone else.
   These exclusions are normal and fair.

5. Obligations
   The receiver keeps the information secret, protects it with
   reasonable care, shares it only with staff and advisers who
   need it and who are bound to the same secrecy, and does not
   copy it beyond what the purpose requires.

6. Legally required disclosure
   If a court or authority orders disclosure, the receiver may
   disclose what is required, and usually must tell the other
   side first where the law allows.

7. Duration
   How long the agreement runs, and how long the secrecy lasts
   after it ends. Secrecy for trade secrets such as formulas is
   often longer than for general business information, or lasts
   as long as the information stays secret.

8. Return or destruction
   When asked, or when the relationship ends, the receiver
   returns or destroys the information, except copies it must
   keep by law.

9. No license, no transfer of ownership
   Sharing information does not give the receiver any rights to
   it. Each side keeps what it owned before.

10. No obligation to do business
    Signing an NDA does not oblige either side to place or accept
    an order.

11. Remedies
    What happens on a breach. Many NDAs say the injured side can
    ask a court to stop the breach quickly (an injunction), in
    addition to claiming damages.

12. Governing law and courts
    Which country's law applies and where disputes are heard.

13. Signatures
    Signed by authorized people. Electronic signatures are widely
    accepted for NDAs.

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WHAT AN NDA DOES NOT DO
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- It does not decide who owns a formula. Ownership and
  exclusivity belong in your manufacturing agreement or the
  manufacturer's written terms.
- It does not give you exclusivity on a product or ingredient.
- It does not protect your brand name. File a trademark.
- It does not protect information that is already public.
- It does not replace a supply or manufacturing agreement, which
  covers prices, quality, defects, delivery and liability.

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QUESTIONS TO ASK BEFORE YOU SIGN
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- Is it mutual?
- Does "confidential information" cover formulas, INCI lists,
  artwork and pricing?
- How long does the secrecy last after the agreement ends?
- Which law applies, and is that workable for you?
- Who in each company may see the information?
- What happens to samples, files and documents at the end?

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AT KOREANOEM
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- Our mutual NDA is signed online in My page.
- The full INCI list is shared after the NDA is signed (never
  percentages).
- A custom formula developed for your brand is not offered to
  other brands.

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