Confidentiality agreement
A confidentiality agreement , and confidentiality agreement , confidentiality agreement , confidentiality agreement , confidentiality agreement , NDA (abbreviation for English n on- d isclosure a greement ) or CDA (Abbr. ENGL. C onfidential d isclosure a greement ) is a contract which the silence on negotiations , Negotiation results or confidential documents. The obliged entity agrees to keep information made available to him secret. Unlike the trade secret , which is guaranteed by law, upon the confidentiality agreement freedom of contract .
Nondisclosures are often signed in the course of negotiating patents in the licensing process. The signing of a confidentiality agreement takes precedence over the drafting of the license agreement , as this can only be done after disclosure of some sensitive data. Confidentiality agreements are also used when taking over or merging companies.
Typical contract points
- Contracting parties
- Definition, naming of the information to be kept secret
- What's not part of secrecy? (State of the art for patent documents / the obligated party has already obtained the knowledge himself from another source)
- penalties
- Duration of confidentiality
Demarcation
These confidentiality agreements are not to be confused with patents . A patent protects a technical process or a technical product by making its content public. Confidentiality agreements stipulate the non-disclosure of any type of information.
application
Common use cases for confidentiality agreements:
- Between customers and suppliers (or otherwise cooperating companies): to protect exchanged product specifications or business plans.
- Between employers and employees or independent contractors: to protect company secrets of all kinds.
- Between prospective buyers and M&A advisors to create a basis for confidential sales negotiations.
- Between developers and beta testers of software.
- Between visitors to a press event at which future products are presented and the organizer or manufacturer of these products.
A confidentiality agreement can also be part of a co-petition .
In Germany, confidentiality agreements between employers and employees must be limited to direct business interests. In the United States, confidentiality agreements are allowed that extend to all company occurrences. However, some companies have repealed such regulations under pressure from the #MeToo movement.
literature
- Arndt Hengstler: The Non-Disclosure-Agreement. (= Heidelberg sample contracts. Issue 136). Verlag Recht und Wirtschaft, 2010, ISBN 978-3-8005-4319-9 . (on-line)
Web links
- Confidentiality agreement (sample of a confidentiality agreement from the Federal Office for IT Security )
Individual evidence
- ↑ Christoph Drösser: Google Walkout: "We are not just employees, we are owners". In: time online. November 7, 2018, accessed November 10, 2018 .
