Employers use confidentiality agreements to optimize their business by freely sharing information with employees while protecting that data from disclosure to their competitors. Examples of confidential business information are strategic plans, processes, marketing strategies, customer lists, knowledge, technologies, and proprietary relationships. And if you find out if certain losses or debts are covered by compensation, you need to consider the same questions of predictability that you need to consider when you see if certain losses and liabilities fall within the scope of a claim for infringement. This is important from the point of view of the disclosed party – the information is given “as can be seen” and no particular guarantee is given as to its accuracy, completeness, timeliness, non-infringement, etc. To the extent that the purpose of the contract is to assess the conclusion of a business relationship with the disclosed party, the information could be considered an inducement/misrepresentation, so we want to ensure that this is excluded. We would also like to exclude the granting of a tacit license to use for purposes outside the expressly agreed purpose. In a way, this only reinforces the other rules of confidentiality and non-use of the agreement, but implicit licenses can be created, which is useful (and this clause should be 100% undisputed for the receiving party). No obligation to make another deal is interesting – in most normal situations, it already sounds like an exaggeration to involve it. For a standard chord, it seems useful, but probably rarely critical.
I discussed the role of indemnification in this August 2009 AdamsDrafting blog post. What prompted me to write this contribution was the feeling that authors too quickly throw compensation provisions into a contract without considering whether a contractual means would be appropriate. It can work both ways – restrictive (favorable to the public part) z.B. “only employees of the beneficiary who actively participate in the purpose and who need to know confidential information”; “its subsidiaries and successors. B, its subsidiaries and successors, legal representatives, associates, employees, representatives, advisers, lawyers, accountants and advisers (“representatives”).” For practical reasons for a receiving party, it is important to do so correctly when the information is usually to be shared within a group of companies or with an external contractor. However, the laundry list of potential recipients was drawn up by someone who doesn`t know your business and can seriously dilute privacy and control over where the information will go. Will each of them really sign a written agreement substantially similar to these conditions? No, they will not, so an obligation to deliver only under similar conditions of confidentiality and use should suffice. Exemption for acts of representatives. In addition to any other remedies available to the disclosed party, the recipient releases the disclosing party from any loss and liabilities resulting from the disclosure or use of confidential information by representatives of the recipient that are not authorized by this agreement. These contracts generally relate to the disclosed party and the receiving party. Confidentiality agreements are the most widely used in the field of employment, but can also be concluded with independent contractors, suppliers, suppliers, investors and other business partners and partners.
Confidentiality agreements (NDAs) are also confidentiality agreements that identify information that one or both parties wish to keep confidential and prohibit the public or private disclosure of that information. . . .