If the scope of the NDA is broad enough, you can sue for damages or arrest recipients if they violate either their confidentiality obligations or their non-use agreement. 1. Each party uses the information obtained from the other party or, below, exclusively to determine whether a possible sale or merger of the companies or a commercial relationship between the parties could be beneficial to both parties for no other purpose. A non-Disclosure Agreement (NDA) is a signed agreement used by companies to protect confidential information. It is a legally binding document that can help protect against the loss of business, income or reputation. The underlying problem is that the buyer, seller or potential customer may not want to limit their future activities by executing such an agreement and states that it is impossible to determine what has been inferred from confidential information. This “problem” is easy to solve by carefully defining confidential information and limiting access to the information you provide. The development of an appropriate agreement is essential. Not sure to what extent an NDA, also known as a confidentiality agreement (two different terms – identical contracts), could affect your business? This quote from Hillary Clinton and an example from the recent elections gives a perspective: a confidentiality agreement is a legally binding treaty that establishes a confidential relationship. The party or parties signing the agreement agree that the sensitive information they may receive will not be shared with others. An NDA can also be called a confidentiality agreement. The purpose of an NDA is to protect information exchanged by two or more parties.
As long as all parties signed it, an NDA is a legally binding agreement prohibiting the disclosure of sensitive or confidential information to outside parties. (3) In return for access to the information, each party accepts that only staff members and representatives of the party whose knowledge of this information is necessary for the above purposes have access to it. Each party undertakes not to disclose the information to third parties without first obtaining written permission from the party whose information must be disclosed. Each party undertakes not to duplicate or use the information unless such a copy is necessary to pursue the purpose of this agreement in accordance with paragraph 1. The key issue for most disputes relating to the protection of confidential information is (1) whether the information is truly confidential and (2) whether the company has taken appropriate steps to preserve its confidentiality. For the former, confidential information cannot simply be confidential, as the company asserts. It must be really private information. (1) If I determine that the number of X providers in Europe is confidential information, but that this information is easy to find on the internet, it is not really confidential. If I put confidential information on the internet myself or distribute it publicly, I cannot say later that it was confidential, because my own actions have reduced their confidentiality. 1.05 By this Agreement, discloser and recipient agree that all trade secrets and confidential information disclosed or made available to the recipient during this relationship will be strictly confidential and will also provide the Discloser with full protection in the event of an unauthorized use and/or disclosure issue.
The recipient may use this information for the purpose of fulfilling the following recipient`s obligations: Any other use of the information without Discloser`s prior written consent is prohibited and unauthorized… 2.02 The recipient agrees that confidential information is of extreme value to offenders and would cause irreparable harm to the Discloser if it is passed on to others or if it is used by recipients or recipients for unauthorized purposes.