Whenever confidential information needs to be exchanged between two parties, it is a good idea to use a confidentiality or confidentiality agreement. This agreement will help formalize the relationship and create remedies when confidential information is made public. However, if there is a more complete description of what is considered “confidential information” (i.e., it is not limited to the authorized purpose) and information has been exchanged in the past without a confidentiality agreement, the recipient may be more resistant to accepting a new obligation to keep that information confidential once it was previously free to do with it what they wished. They could argue that they should only be linked for new information from the date of the agreement. Confidentiality agreements or NDAs are essential when you pass on ideas or information to people outside your company. They are also important when you receive confidential information from other people, as they clearly open up your commitments. Without written agreement, you may find yourself in a difficult situation where “we said they said” have obligations that go well beyond those of the typical NDA. The document gives you the choice of who receives your information. You can limit disclosure to the person who signs the agreement or you can allow them to pass the information on to professional consultants or collaborators or consultants. It`s up to you. It was designed to be fair to both parties and allow for a simple signature (without lengthy negotiations). If the object for which the information is exchanged is very sensitive or if it has unique aspects, you should consider whether an agreement on belts and tooth clippings may be necessary. Think about who receives the confidential information and what it might do with it.
It is good to have an agreement with a beneficiary of the company where he agrees to keep the information confidential and not to use it at the expense of the discloser. But the company is made up of individual employees and will often have other companies (and individual employees) in its group or boards. This confidentiality agreement (NDA) is simple. Most confidentiality agreements contain a general definition of “confidential information,” which is then added or deducted in one way or another. Depending on the type of legal person, the manner in which it must sign the agreement (particularly if it is an act) will vary. You may need to seek specialized advice on this issue, as this could include the revision of detailed legal documents such as fiduciary records, constitutions or other constitutional documents. You should think about how communications are transmitted to each party as part of the agreement. Some disclosers will want to describe “Confidential Information” as ALL the information they reveal (past, present or future), whether it relates to the specific objective being discussed. This may be useful in some cases, for example.B. if there is no other relationship between the discloser and the receiver. Otherwise, it would appear to be too broad, as it could collect the daily information exchanged as part of normal operations.
This may have no element of confidentiality (and could compromise the protection of the agreement for information that is truly confidential) and complicates practical compliance. Alternatively, the recipient may agree to use a lower (but still relatively high) level of care, such as. B better or reasonable efforts. As long as they meet these requirements, they are not liable for unauthorized disclosure. An unnecessary disclosure protection, which can help provide potential arguments about the above options, is to seek legal advice from the recipient confirming that disclosure is indeed necessary.