When do you enter into a non-disclosure agreement
You enter into a non-disclosure agreement when you exchange confidential information with another company or another person such as a supplier or employee. In addition, an NDA may also aim to emphasize the confidentiality of certain information.
What kind of information do you protect with a non-disclosure agreement?
A non-disclosure agreement can be used for almost any type of information. For example, the information can be commercially valuable, such as information exchanged during negotiations on, for example, a new invention or the purchase of another company. An NDA can also be used when sharing information about intellectual property. It is important to bear in mind when drawing up a non-disclosure agreement, that not all information contained therein may be regarded as confidential. An exception should be made for information that the other party can prove was already known to him or her, for information that is generally known and for information that becomes generally known after the conclusion of the non-disclosure agreement.
What does a non-disclosure agreement contain?
In a non-disclosure agreement you arrange a number of important matters. The most important element of the non-disclosure agreement is the delineation of the information. By delineating the information you determine the scope of the NDA. So you will have to think carefully about the question 'Which business information is of such importance that it requires protection?' By answering this question, you give substance to both the content and the scope of the confidentiality contract. What is always included in an NDA is the purpose of sharing the information. This could be, for example, the employer-employee relationship or the fact that you are organising a tour of your company. It is also necessary to share certain information. Next, you will include in the confidentiality agreement for how long the obligation of confidentiality applies. An important element here is to note that the duty of confidentiality would often apply for longer than the confidentiality agreement itself. Finally, there are three important elements that the NDA will pay attention to, namely the consequences of sharing the information and the penalties. If you do not attach any consequences or penalties to violating the confidentiality statement, there is no reason for the person on whom the confidentiality statement is imposed to comply with what you have imposed on him or her. That is why you will always have to attach consequences to non-compliance with the duty of confidentiality. In addition, it is important that you choose the correct applicable law and form of dispute resolution (choice of law and forum) in the case of a foreign counterparty to a non-disclosure agreement. For example, a judgment of a Dutch court on a dispute regarding a non-disclosure agreement is not or difficult to enforce in some countries, and formal requirements apply to an NDA in certain countries.
Need help with a non-disclosure agreement?
Would you like support in drawing up a non-disclosure agreement? Or do you have a dispute about or breach of a non-disclosure agreement? Our lawyers will be happy to assist you. Feel free to contact us for more information. We can also check existing non-disclosure agreements to ensure that your intellectual property is properly protected.