NDA means Non-Disclosure Agreements. In developed countries, it has long become a habitual necessity. NDA divided into two separate agreements concluded with the aim of protecting trade secrets:
- Obligation not to disclose commercial secrets
- Privacy agreement
What information does the NDA protect?
NDAs apply only to selected information included in a special list, namely, trade secrets. Trade secret — information of any nature (for example: technical, production, organizational, commercial, financial and other), including production secrets, in respect of which a trade secret regime has been established and which have the following features:
- Are not generally known or readily available to third parties
- have commercial value for their owner due to unknown third parties
- are not objects of exclusive rights to the results of intellectual activity
- not classified as state secrets
What is a trade secret obligation?
This commitment is signed between the employer and the employee, in accordance with it, the employee cannot disclose certain information. A non-disclosure obligation can be signed with the employee if there is an employment contract with the employer.
Required conditions for NDA?
NDA must contain the following mandatory conditions:
- A list of information constituting a commercial secret, or the procedure for their determination
- the limits of the use of this information
- the period during which the counterparty is obliged to ensure their confidentiality, incl. in case of termination or refusal to perform the contract.
The confidentiality agreement does not apply to any information received by the party to the contract, but only to those that are specified as constituting a commercial secret. In addition, information constituting a commercial secret must have commercial value, i.e. possession of them allows a person, under existing or possible circumstances, to increase income, reduce costs, maintain a position in the market for goods, works or services, or obtain other commercial benefits. However, the last criterion is quite subjective and almost any information (not necessarily technical and financial) can be summed up under it. If you want to know more details on NDA, it is highly recommended that you hire professional NDA consultants only.
Conclusion
The conclusion of an NDA agreement with an employee assumes that the employer first of all tries to prevent the employee from disclosing confidential information. And the NDA agreement also regulates the sanctions against the employee for the disclosure of information and the procedure for compensation for material damage.
