Non-disclosure agreements (NDAs) are among the most common agreements that are found on an in-house lawyer`s desk. In the construction industry, NDAs are used in many contexts, for example by restricting access.B to a confidential quote request, a prior discussion about buying a factory, or protecting proprietary information shared with a subcontractor. Despite the differences, the main purpose of a non-disclosure agreement is to protect information that one or both parties do not want to make public or share with competitors. There are some things that NDAs can`t do, like. B protect information that is commonly known or known from public sources, and exclusions such as this are generally understood and accepted by practitioners. 6 OTHER WAYS TO SECURE CONFIDENTIAL INFORMATIONRecreate a corporate policy regarding the use and disclosure of confidential information Lock confidential information Limit the number of people who can access information Ensure up-to-date computer security systems At the winter meeting of the American Bar Association Construction Law Forum, Erin Ebeler Rolf of Woods & Aitken LLP gave a presentation on non-disclosure agreements (NDAs) at a host of packed lunches organized by Division 6 (Labour and Employment) and Division 11 (Internal Counsel). In this presentation, she gave a useful overview of the typical components of a good non-disclosure agreement and discussed a not-so-typical provision that is sometimes found in non-disclosure agreements. This article summarizes Rolf`s presentation and highlights some practical tips (Note: The use of NDAs in the context of employment is excluded in this article). 3 IMPORTANT CONDITIONS OF THE NDA Confidentiality – a legal principle that preserves secrecy between the parties. Owner or discloser – the name of the person, organization or company disclosing the information. Recipient – the name of the person, organization or company that receives the information and is responsible for ensuring its confidentiality.
Justification – a short paragraph that defines the context in which the information is disclosed and why the parties want to make the information the subject of a contract. Purpose – the information and documents that will be the subject of the confidentiality agreement. Penalty clause – This is an optional way to set an amount of compensation that the owner or disclosing party will receive if the recipient violates the agreement. Confidentiality clause – This is an optional clause that obliges both parties to keep the existence of the confidentiality agreement secret. Duration of the contract – how long the obligations under the contract last. Source: 5 KEY ISSUES Scope of protection Obligations of the receiving partyHow information can/cannot be used For what purpose the information can be used By whom the information can be used Obligations of the receiving party How to protect, store, destroy confidential information Deadlines Breach of the agreement Consequences It is increasingly common for non-compete obligations to be buried in the NES. Although this is more common in NDAs in terms of acquisitions and in the context of employment, these provisions may also appear in association agreements. Under applicable law, a non-compete obligation requires a separate assessment of enforceability based on duration and territorial scope. The author suggests that a non-competition agreement containing a non-competition clause be renamed a “Non-Disclosure and Non-Competition Agreement” so that the restrictive intent of the agreement is clear in advance.
4 WHAT IS NOT The definition of confidential information generally does not include information that does not fall within the definition of confidential information note, which is also disclosed, only if it is marked as confidential, etc. or become publicly available (without violation of this Agreement) the receiving party at the time of disclosure legally known by a 3. Receive party without any obligation of trust Developed independently by people who have not had access to the legally required information everything, everything that is not accessible to the public or known 2 WHAT IS IT? Non-Disclosure Agreement (NDA) = Confidentiality AgreementAn agreement by which the parties agree not to disclose, use or otherwise use the information covered by the agreement for purposes other than those defined in the agreement Creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets Can be entered into to facilitate any type of Protect information that is not generally known It is possible to define what information is covered by the NDA. Scope/content can be set Can only include information disclosed in a specific format. Should be signed at an early stage of the negotiations! Can be mutual or unilateral No two NDAs are the same. While all good NDAs cover the concepts discussed in the above sections of this article, there are countless ways to design these concepts. Rolf`s most important practical advice is: “Live by this; it is not a boilerplate. A well-designed NDA is only as good as how a recipient and people with access to confidential information comply with it. Make sure all these people understand their commitments so that efforts to build a strong and protective NDA are not in vain. 1. 2 OBJECTIVES of the CVM They promote expansion and..
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