Class Information
Spring 2027
5297 Nondisclosure Agreements - GUTHRIE- 23048
Professor(s):
Traci Guthrie (ADJUNCT)
Credits: 2
Course Areas: Business and Commercial Law
Time: 8:30a-10:30a TH Location:
Course Outline: The purpose of this course is to prepare students to effectively review, revise, and negotiate nondisclosure agreements in legal practice. Nondisclosure agreements are among the most commonly encountered agreements in the practice of law. While frequently used in corporate and business matters, NDAs arise across a wide range of legal matters and professional settings whenever confidential or sensitive information must be exchanged or protected.
Students will learn how to approach an NDA when it is presented for review, identify the provisions that are important to their client, recognize potential legal and practical risks, determine which provisions warrant revision, and develop appropriate alternative language. The course will examine an NDA from the perspectives of both the party disclosing confidential information and the party receiving it, with an emphasis on understanding how the circumstances and objectives of the parties influence the review and negotiation of the agreement.
Students will analyze the principal provisions of unilateral and mutual nondisclosure agreements, including the definition and treatment of confidential information, exclusions from confidentiality obligations, permitted use and disclosure, disclosure to representatives and affiliates, compelled disclosure, return and destruction of information, term and survival provisions, remedies, and other commonly negotiated terms. The course will also address provisions that may appear in an NDA but create obligations beyond confidentiality, as well as the relationship between contractual confidentiality obligations and trade secret protection.
Through contract review, issue-spotting, drafting exercises, and negotiation scenarios, students will develop the practical judgment necessary to revise NDA language, communicate material issues and recommendations to clients, and negotiate effectively with opposing counsel. The goal of the course is for students to leave with the ability to confidently review an NDA, identify and explain the provisions that matter, propose appropriate revisions, and negotiate an agreement that reflects their client's interests.
Course Syllabus: Syllabus
Course Notes: (Synchronous Online) The UH registration system instruction mode for this course is listed in parenthesis. Contrary to the UH information, some student materials may not be available online, such as an assigned casebook. A physical classroom may be assigned for this course to give students a location in the Law Center to join the virtual class sessions. If the course has a final examination, the final and any other assessment for the course, such as a mid-term exam, will be conducted without the need to physically come to the Law Center, such as, for example, via the EBB portal as a take home exam or under remote proctoring.
Quota=10.
Prerequisites:
First Day Assignments:
Final Exam Schedule:
This course will have:
Exam: No
Paper:
Satisfies Senior Upper Level Writing Requirement: No
Experiential Course Type: simulation
Bar Course: No
DistanceEd ABA: Yes
Pass-Fail Student Election: Unavailable (Instructor Preference)
