Non Disclosure Agreement Applicable Law

3. Calendar – There is a period during which the information provided is covered by the agreement, and then there is a separate period during which the disclosed information remains protected by the agreement. Be sure to specify an appropriate period (normally about 3 to 5 years). One could try to say that confidentiality obligations continue forever until the information is simply no longer confidential, but often people will not want to sign an indeterminate agreement; in this case, you should try to add a statement that, at the expiry of the contract term, information that constitutes a trade secret of the rightful person continues to benefit from all safeguards under the current legislation. Otherwise, make disclosures at your peril, because the receptive party may argue that it did not accept the confidentiality of the information disclosed prior to the signing of the NDA. In such cases, forced disclosure can nert the protection of an NOA. In the absence of an express provision, the courts will seek a relationship or connection between the parties and the agreement to determine jurisdiction and choice of applicable law. A multilateral NOA can be beneficial insofar as the parties concerned only re-examine, redevelop and implement it. This advantage can, however, be offset by more complex negotiations, which may be necessary to enable the parties concerned to reach a unanimous consensus on a multilateral agreement.

The use of recycled NOA models, found on forms or proposed by the opposing party, is certainly not a recommended practice, but unfortunately a widespread practice. These models are very often generic and contain broad definitions of confidential information, as well as very detailed lists that actually contain all the contents of an activity, often areas that are not applicable to the purpose of the activity to be negotiated, or information that is not really reserved. It is a legally binding agreement and, by accepting it, you accept the terms of this agreement on behalf of the company with which you are employed, with whom you are linked or with whom you are linked. Typically, companies have founding documents, such as organisational protocols, statutes or enterprise agreements (US) or statutes (UK), which give the board of directors the power to appoint executives of companies who perform day-to-day tasks such as signing contracts on behalf of the company. Contrary to the general perception, it is possible to retain full control over the use of confidential or proprietary information, even after its disclosure.

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