NDA Defaults
This page captures LEF’s default positions when reviewing NDAs. Use it as a starting point for negotiation; escalate exceptions when needed.
NDA attention points
Section titled “NDA attention points”| Category | LEF default | Notes |
|---|---|---|
| Purpose | Protect information exchanged for specific goals (PoC, evaluation, partnership). | Do not restrict learning, know-how, or frameworks. |
| Term | 1 year term, with confidentiality obligations for 3 years after termination. | Adjustable per deal. |
| Confidentiality scope | Excludes general knowledge, methodologies, and pre-existing know-how. | Avoids blocking innovation. |
| Destruction / retention | Destroy on request, except residual copies in backups or legal retention requirements. | Residual copies remain confidential. |
| Intellectual property | IP applies to delivered results; never to general knowledge, methods, or structures. | Protects LEF’s operating model. |
| Liability | Limited to direct damages, with a cap proportional to contract value. | Avoid open-ended liability. |
| Mutuality | Prefer mutual (bilateral) NDAs. | Protects both parties. |
| Jurisdiction | São Paulo/SP — Brazilian law. | Corporate default. |
| Representatives | Limited to employees/contractors under direct control. | Avoids indirect liability. |
Records / evidence
Section titled “Records / evidence”- Approved NDA deviations/exceptions: