Finally, your business may need a confidentiality agreement if it enters into a co-marketing relationship as an e-commerce company with the operator of an additional website or similar type of strategic alliance. In general, recipients of confidential information are subject to an express obligation to keep the information confidential and not to disclose it to third parties, unless expressly authorized in the agreement. The recipient`s duty is often linked to a certain standard of care. For example, the agreement may require the recipient to maintain the confidentiality of the information with the same level of care as that used to protect its own confidential information, but no less than a reasonable level of care. If your employees come into contact with information that would harm your business or organization if it becomes available to the public or competitors, and the information is not otherwise available, you should consider using a confidentiality agreement form to quickly enter into a non-disclosure agreement. Confidentiality agreements are legally binding contracts. A confidentiality agreement may be juxtaposed with a waiver of confidentiality in which the parties concerned give guarantees of confidentiality. The agreement also defines the cases of permitted disclosure (e.g. B to law enforcement agencies) and exceptions to disclosure.
The « Affected Periods » and « Miscellaneous » sections use plain language to cover the duration of the agreement and any other matters deemed important. These questions may include details, such as. B which state law applies to the agreement and which party will pay attorneys` fees in the event of a dispute. It is important that employees sign a confidentiality agreement to protect proprietary information, customer data, processes, business strategy, intellectual property, and other information important to a business. Whenever sensitive information needs to be exchanged between two parties, it makes sense to use a confidentiality or non-disclosure agreement. This agreement will help formalize the relationship and provide remedies if confidential information is disclosed. In unilateral confidentiality agreements, confidentiality obligations and restrictions on access and use apply only to the receiving party of the confidential information, but operational provisions may be made in favour of one of the parties. It`s probably okay to use a non-disclosure agreement template in most circumstances, but you may want your legal counsel to review it to make sure it`s valid in your state, especially if employees are working with highly sensitive information. An important point that must be addressed in any confidentiality agreement is the standard by which the parties treat confidential information.
Normally, each party treats the other party`s confidential information in the same way as it treats its own. However, such processing is only acceptable if the recipient has established standards for the treatment of confidential information, for example. B restricting access to information or other methods of maintaining secrecy. Therefore, before signing a confidentiality agreement, it would be desirable to investigate the recipient`s practices regarding the confidentiality of its own information. If such practices are inferior or non-existent, the confidentiality agreement should contain specific provisions on restricting access to confidential information (e.g. B the unambiguous identification of information as « confidential »). The agreement must specify a period during which the disclosure takes place and the period during which the confidentiality of the information must be maintained. Some poorly formulated confidentiality agreements specify only one of these periods. While both periods are indicated, it is important to ensure that a starting point is established for the period during which the confidentiality of the information must be maintained. If this starting point is not specified, problems may occur later.
For example, imagine a confidentiality agreement that states that disclosures are made over a two-year period and that the information must remain confidential for three years. No starting point is given for the confidentiality period. If a company receives the confidential information the day before the disclosure period expires, does it have to keep the confidential information for three years from that date or one year from that date? Clearly, it is advantageous for the recipient that the confidentiality period begins at the beginning of the disclosure period, while it is advantageous for the discloser that the confidentiality period begins on the date of disclosure of the confidential information. The fact is that the confidentiality agreement should explicitly state the start date of the confidentiality period in order to avoid any ambiguity. Confidentiality agreements may apply indefinitely and cover the disclosure of confidential information by the parties at any time or end on a specific date or event. A candidate may refuse to sign a form for a non-disclosure agreement, but companies then have the right to exclude the candidate from consideration for the position if they do not sign. In addition, confidentiality agreements should include a provision that no implied license for the technology or information may be granted to the recipient and that all material embodiments of the information (e.B. models, data and drawings) must be returned on request and in no case after the end of the term of the contract and that no copy may be kept by the recipient. These clauses allow you to list a period of time during which the party must comply with confidentiality obligations (i.e. the obligation to keep information confidential).
The confidentiality agreement may also restrict the use of confidential information by either party. For example, the confidentiality agreement may specify that confidential information may only be used to evaluate the discloser`s product and not in the recipient`s business […].
