A confidentiality or confidentiality agreement is used to protect a company`s information. Information is often the most valuable asset a company can have. It is essential that the company controls access to the access and uses contractual agreements to protect itself from unauthorized disclosure. All types of information may be confidential, including customer lists and private data, product development plans and financial information. A confidentiality agreement can help control the dissemination of this information by employees or other parties, for example. B companies with which a company competes with a joint venture. In unilateral confidentiality agreements, confidentiality obligations and restrictions on access and use apply only to the recipient of confidential information, but operational provisions may be formulated in such a way as to favour one of the parties. Second, large companies are often reluctant to sign confidentiality agreements because they work in-house on similar ideas. If the action is there, you might be able to prevent them from developing these ideas. Sometimes there are delays for the duration of the confidentiality of the information. Other times, the information must remain confidential indefinitely. If the information is timed and becomes public at a later stage, it is customary to impose a time limit on obligations so that everyone knows where they are. If there is no time limit, it can be difficult to keep ongoing commitments in mind.
These types of agreements are particularly useful when valuable information is revealed as long as it is confidential (i.e. a trade secret), which may include both invention-related and commercial information. Indeed, if you are trying to assert the valuable information you possess is a business secret, you must take the appropriate steps to keep it secret. An agreement that requires the recipient to keep your trade secret confidential becomes absolutely necessary, because once trade secrecy is known to all, it will no longer be a trade secret. See confidentiality requirement. There is always a lot of discussion about the value of confidentiality agreements (or NDaEs/secret agreements as they are sometimes known). Some people (usually the owners of the idea or information) will insist that a confidentiality agreement be signed before something is discussed. Others (usually the one who receives the information) show that they do not want to sign anything. In reciprocal confidentiality agreements, each party is treated both as the disclosure of the other party`s confidential information and as the recipient of the other party`s confidential information (for example. B if two companies form a strategic marketing alliance). In these cases, both parties are subject to identical confidentiality obligations and restrictions on access and use of the information disclosed by the other party. In general, recipients of confidential information are subject to the affirmative obligation to keep the information confidential and not to disclose it to third parties, unless the agreement expressly allows it.
The recipient`s obligation is often linked to a certain level of care. For example, the agreement may require the recipient to maintain the confidentiality of the information with the same care as that used to protect its own confidential information, but no less than an appropriate level of care. There are several situations in business where you have to share private and confidential information with another person or company. To ensure that the other party respects confidentiality, a confidentiality agreement (NDA) is often used. When should you sign an NDA? In general, an NDA is useful if you want to share something valuable about your business and make sure the other party doesn`t use it without your consent or steals it directly.