NDA Clause opinion required

I would like an opinion on this mutual NDA clause

Each receiving party agrees to use the same standard of care it employs for the protection of its own proprietary information to prevent proprietary information originating with the disclosing party from being disclosed to or used for the benefit of any third party outside its employ and to disclose such information to its employees, consultants and professional advisors only on a need-to-know basis.

Which seems to imply that only a 3 rd party cant benefit from any disclosure, however how about the party that I am disclosing my idea to?

Is it alright for me to change this to,

""Each receiving party agrees to use the same standard of care it employs for the protection of its own proprietary information to prevent proprietary information originating with the disclosing party from being disclosed to or used for the benefit of anyone but Discloser and to disclose such information to its employees, consultants and professional advisors only on a need-to-know basis."

Do I even need to?

The statement you made "to prevent proprietary information originating with the disclosing party from being disclosed to or used for the benefit of anyone but Discloser" this could actually be intrepeted to mean you are the only one who can look at your material.
The clauses below are from the NDA I use to cover those issues you brought up. I will gladly send anyone a copy of the NDA I use upon request to rbrown@rogerbrown.net Put "NDA" in the subject heading.


1. Recipient will use reasonable care and discretion to avoid disclosure, publication or dissemination of Confidential Information and in any event will use the same care and discretion as it uses with its own similar confidential information that it does not wish to disclose, publish or disseminate. The Confidential Information is not to be disclosed to any persons other than employees and consultants or agents (if any) of the Recipients, who have a need to know the Confidential Information in order to perform their duties and who are themselves subject to nondisclosure obligations subject to nondisclosure obligations substantially similar to those set forth in this Agreement.

2. Recipient shall not use Confidential Information in any manner, nor use it the benefit of anyone but Discloser, nor circulate it within its own organization or otherwise, except to the extent necessary for negotiations, discussions and consultations with personnel or authorized representatives of Discloser or for any purpose Discloser may authorize in writing.

Thanks Roger. I already have your NDA. Your NDA was my benchmark that I was comparing this against.

I have swapped their para for your 2 paras and waiting to hear back from them