NDA (non-disclosure agreement, non-disclosure agreement)
Also known as a confidentiality agreement is a legal contract at least between two parties that outlines confidential material, knowledge, or information that the parties wish to share with each other for specific purposes, but wish to restrict access to third parties. This is a contract through which the parties agree not to disclose information that is closed by agreement. NDA creates a confidential relationship between the parties to protect any type of confidential information.
The first type is the NDA unilaterally agreement. When there is a party that transmits information (for example, a firm) and a party that receives information (for example, an employee).
Another type of NDA is mutual agreement. Mutual agreements are very much like unilateral agreements, but both parties will provide confidential information. This type of agreement is common when firms consider a joint venture or merger.
Example: Parties are preparing for negotiations aimed at concluding a long-term contract. These negotiations involve the exchange of information, which is a commercial secret. In order to ensure confidentiality, the parties first of all conclude a confidentiality agreement. In principle, negotiations may end in fiasco, and the main contract will not be concluded. Or the parties will come to an agreement and conclude the main contract. In both cases, the confidential information of the parties will be known to a certain number of employees participating in the negotiations. The nondisclosure agreement will act as a legal mechanism to protect commercial secrets.
The main objective of the NDA is to impose on the party responsible for disclosing confidentiality the obligation to compensate the losses of an innocent party. In the case of publicity, the contract serves as a legal basis for a claim for recovery of damages.
')
Another important feature is that, in accordance with the non-disclosure agreement, the parties undertake not to disclose precisely the confidential information received by them in the context of business relations. It is generally recognized that the non-disclosure obligation arises only in respect of truly confidential information. This does not affect the right of the parties to disclose information obtained from open public sources.
The confidentiality agreement usually remains in force until the conclusion of the main agreement and is replaced by a corresponding clause in the new basic agreement. But in principle, it can act on the entire time of cooperation of the parties.
The consequences for non-compliance with the NDA depend on the type of violation. Usually, if you simply forgot to erase the file, there is no damage to the company. If you forgot to erase the file, and it got to someone, the information has surfaced and there are damages (ie, there is a breach of NDA) - then the information owner can go to court (99.9% of the NDA contain this item) for compensation for damage caused by information. This can be not only loss (direct or indirect), but also damage to the goodwill (ie, indirect losses).
The severity of the consequences determines the court, if you can not agree amicably with the owner of the information. The fact of non-compliance with the clause of the contract is “punished” only by a court decision, which can oblige you to fulfill obligations.
NDA enforcement is an almost impossible task. It will often be more expensive to find the source of the leak, as well as to sue, wait for his decision, etc., than to forget and score.
Therefore, in most cases, the meaning of NDA is not in the fact that it will protect 100% from disclosure of information. And the fact that the employees who signed the NDA will think and realize what to take to the conversations in the smoking room and what not.
Attached below are typical NDA examples.
The first example The second example The third example
There are two types of NDA:
The first type is the NDA unilaterally agreement. When there is a party that transmits information (for example, a firm) and a party that receives information (for example, an employee).
Another type of NDA is mutual agreement. Mutual agreements are very much like unilateral agreements, but both parties will provide confidential information. This type of agreement is common when firms consider a joint venture or merger.
Example: Parties are preparing for negotiations aimed at concluding a long-term contract. These negotiations involve the exchange of information, which is a commercial secret. In order to ensure confidentiality, the parties first of all conclude a confidentiality agreement. In principle, negotiations may end in fiasco, and the main contract will not be concluded. Or the parties will come to an agreement and conclude the main contract. In both cases, the confidential information of the parties will be known to a certain number of employees participating in the negotiations. The nondisclosure agreement will act as a legal mechanism to protect commercial secrets.
The main objective of the NDA is to impose on the party responsible for disclosing confidentiality the obligation to compensate the losses of an innocent party. In the case of publicity, the contract serves as a legal basis for a claim for recovery of damages.
')
Another important feature is that, in accordance with the non-disclosure agreement, the parties undertake not to disclose precisely the confidential information received by them in the context of business relations. It is generally recognized that the non-disclosure obligation arises only in respect of truly confidential information. This does not affect the right of the parties to disclose information obtained from open public sources.
The confidentiality agreement usually remains in force until the conclusion of the main agreement and is replaced by a corresponding clause in the new basic agreement. But in principle, it can act on the entire time of cooperation of the parties.
The consequences for non-compliance with the NDA depend on the type of violation. Usually, if you simply forgot to erase the file, there is no damage to the company. If you forgot to erase the file, and it got to someone, the information has surfaced and there are damages (ie, there is a breach of NDA) - then the information owner can go to court (99.9% of the NDA contain this item) for compensation for damage caused by information. This can be not only loss (direct or indirect), but also damage to the goodwill (ie, indirect losses).
The severity of the consequences determines the court, if you can not agree amicably with the owner of the information. The fact of non-compliance with the clause of the contract is “punished” only by a court decision, which can oblige you to fulfill obligations.
NDA enforcement is an almost impossible task. It will often be more expensive to find the source of the leak, as well as to sue, wait for his decision, etc., than to forget and score.
Therefore, in most cases, the meaning of NDA is not in the fact that it will protect 100% from disclosure of information. And the fact that the employees who signed the NDA will think and realize what to take to the conversations in the smoking room and what not.
Attached below are typical NDA examples.
The first example The second example The third example
Thank you for your attention!) I am ready to explain with clarity incomprehensible moments!)
Source: https://habr.com/ru/post/88058/
All Articles