Non-Disclosure  Agreement

A confidentiality or Non-Disclosure Agreement (NDA) is a legal agreement that signifies a confidential relationship between two parties.  In signing this agreement, the party receiving the information promises that he/she/it will not disclose defined confidential information / IP to any outside party.  If the NDA is breached, the other party may seek court action and sue for monetary damages.

It is a basic requirement that it can only be binding if there is consideration or if it is formally executed as a deed. Consideration means that the other party gives something in return. The consideration may be recited, such as receiving particular information or material.

Ownership of Intellectual Property Agreement: When signing this agreement, an employee, contractor or JV partner agrees that ideas developed during the employment / other relevant period belong exclusively to the other party.


Non-Compete Agreement: When an employee signs a non-compete agreement, he or she is promising not to work for a competitor in a similar position for a particular period of time.  The clause can also specify that the employee may not start their own similar business in which trade secrets could potentially be used. This agreement can be valid only in limited circumstances.

Non-Solicitation Agreement: A non-solicitation is an agreement is a contract with an employee that forbids them from soliciting the company’s clients or customers for their own or a competitor’s benefit after they leave the company.

Term: even if the duration of the larger commercial agreement is ended by the parties (often three to five years), it may be possible to provide that the confidential information will be kept secret indefinitely.

Defining what is Protected

A critical issue is the extent of the disclosure. It would be essential that the relevant parties undertake the contract obligation. This would mean correctly identifying to whom the disclosure is being made.

The definition of confidential information is the description of what information is to be kept confidential under the agreement. The clause usually contains a description of the information to be excluded from the confidential information definition.

Obligations of Recipients

The Receiving Party will not disclose and will keep confidential the information received,  except to its employees, representatives or agents who need to have access to the Confidential Information for carrying out their duties in connection with the permitted purposes specified in clause X. The Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement.

Therefore,  the Receiving Party will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for acts or omissions made by its personnel, representatives or agents.

Substantive Terms

The Parties may agree to keep secret the terms of this Agreement. The Parties will agree beforehand to any disclosure concerning this Agreement. In particular, each Party agrees to:

  • keep secret the confidential information and documents received, not disclose or communicate their object or content to third parties, not even partially, and to impede unauthorised third parties from accessing them;
  • use such information solely and exclusively for the object set out in this Agreement; and
  • put immediately at the disposal of the other Party, in the event of termination of the Agreement and at its request, all confidential information and documents in connection with this Agreement that is in its possession, without keeping any copies, summaries or extract


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