Confidentiality Agreements
Confidentiality agreements are also referred to as non disclosure or secrecy agreements. Non disclosure agreements are made by more than two parties who are of the same mind that specific type of information being exchanged within the parties or are made by either party will stay confidential. Individuals and companies usually enter into this contract when they have a confidential new product or process and it require a different company to evaluate it as a pioneer to a wide ranging licensing contract. It can also be used when a party requires to assess another partiesí existing product in the market for a new, unique and different purpose.
Functions of Confidentiality Agreements
Firstly confidentiality agreements safeguards valuable copy rights from being forfeited. In constitutions of most countries disclosing to the public somebodyís invention is categorized as forfeiture of rights of patent. A confidentiality agreement that has been drafted properly can prevent intentional and un intentional lose of important rights of patent.
Secondly they safeguard sensitive business or technical information from leaking out to other people. Either or both of the parties in the secrecy agreement agree to keep confidential information disclosed to him/her by the other party. If in any case the information leaks out to other companies or individuals, the party who suffers the damage can file a claim for breach of agreements and seek monetary or injunctive damages.
Finally secrecy agreements defines amount of information that cannot be disclosed and that which can be shared. Non disclosure agreements define proprietary (confidential) information. The definition is often reached through negotiation. This is because the discloser party will most often want the definition to be inclusive while on the other side the recipient party would vote for a tapered focused definition.
Types of non disclosure agreements
Unilateral non disclosure agreements
Most of non disclosure agreements belong to this category. They are usually one sided. A situation where one side wishes to disclose some information to a second party but for some reasons wants the information to remain confidential. The reason for secrecy might be to fulfill patent regulations or to avoid losing compensation should the recipient use the information.
Mutual agreement
In under this category both parties supply information that is confidential and it is both parties intention that the information should remain private. This kind of secrecy agreement suits businesses that are considering a joint merger.
Most practitioners insist on mutual agreements of all cases to make a non disclosure agreement fair and balanced.
Specific Feature of a Non Disclosure Agreement
They can be very detailed depending on parties involved and amount of proprietary information. The following are however the most features.
i) Should make clear the parties entering the agreement
ii) Should define what is classified as confidential
iii) Should state the period of non disclosure
iv) Should sate what should be excluded from being confidentiality.
v) Provision limiting the transfer of information in concern to national security.
vi) Period when the agreement is binding
vii) Mandate to get ex-parte injunctive relief
viii) Levels of use of information by recipient
ix) Categories of allowed disclosure.
Basically there are a number of situations that call for signing of confidentiality agreements. Equipping yourself with basic points on the subject and purpose they provide is important than staying in ignorance.
