Non-disclosure agreement

A confidentiality agreement, also confidentiality agreement, confidentiality agreement, confidentiality agreement, confidentiality agreement, NDA ( Abbreviation for non-disclosure agreement ) or CDA ( Abbreviation for. Confidential disclosure agreement ) is an agreement, which sets out the silence on negotiations, negotiation results or confidential documents. The issuer agrees to keep secret information made ​​available to him. Unlike the trade secret, which is enshrined in law, there is the confidentiality agreement contractual freedom.

Confidentiality agreements are often signed in the course of negotiations on patents in the process of licensing. The signing of a confidentiality agreement is prior to the drafting of the license agreement, as this can only be done by disclosing some sensitive data. Another application of find -disclosure agreements on the acquisition or mergers of companies.

Typical points in the contract

  • Parties
  • Definition, designation of the information to be kept secret
  • What is not part of the secrecy? (Prior art in patent documents / The obligor has already acquired the knowledge itself from another source. )
  • Penalties
  • Duration of secrecy ( If they are to deviate from statutory deadlines )

Demarcation

These confidentiality agreements are not to be confused with patents. A patent protects an industrial process or a technical product with publication of its contents. Confidentiality agreements agree on the non-proliferation of all kinds of information.

Application

Common use cases for confidentiality agreements:

  • Between customers and suppliers (or cooperating in other ways companies): to protect the exchanged product specifications or business plans.
  • Between employers and employees or independent contractors: the protection of trade secrets of any kind
  • Between buyers and M & A advisors to provide a basis for confidential sales negotiations.
  • Between developers and beta testers of software.
  • Between visitors a press event, will be presented at future products, and the organizer or manufacturer of these products.

A confidentiality agreement can be part of a Koopetition.

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