Who Is The Recipient In A Confidentiality Agreement
In a reciprocal agreement, z.B. when two companies are considering a merger or when two companies are collaborating on a project, both parties are the unveiling party and the beneficiary party. Both sides will share sensitive information with the other side during the negotiations. On the other hand, if you are the recipient of the information, you have a legitimate desire to ensure that the information you want to keep secret is clearly identified, so that you know what you can use or not. Because of the unique nature and purpose of this type of legal agreement, there are some distinguishing elements needed to produce a solid NOA that truly secures your trade secrets and reputation: if the scope of the NOA is broad enough, then you can sue for damages or arrest recipients if they violate either their confidentiality obligations. , or their non-use agreement. Most of the agreements I see (if they have a duration) have a period of two to five years. But your NDA must also say that even if the term is over, the party that made the legend does not waive any other rights it may have under copyright, patents or other intellectual property laws. The abandonment of including them in the agreement and getting them signed could only be the loophole that leads to your street problems. The second part is also crucial – that recipients cannot use the information themselves. After all, the last thing you want is for them to take your great idea or mailing list and make it a biillion of dollars.
The clear definition of all parties to an NOA may be the difference between a reasonable and lasting agreement and a disclosed secret. But if you are the recipient of the confidential information, you will probably want to insist on a certain amount of time when the agreement expires. Finally, after a number of years, most of the information becomes useless anyway and the cost of the policy confidentiality obligation can be costly if it is an “forever” obligation. The parties reach an agreement, a promise is made and, in exchange for the promise, something valuable is given. A contract was born. Examples of non-reciprocal agreements can be employee contracts or if you want to pass on an idea to a potential investor and make sure they don`t accept your ideas and run. Get the agreement in writing and don`t say anything until it`s signed. These non-reciprocal agreements facilitate the identification of the revealing party and the recipient party. The discloser or dividing party is obviously the party that publishes private or confidential information, while the recipient, the recipient party, is the party that trusts the great secret.
Be sure to cover all your bases by clearly defining the party, the beneficiary, all third parties and their obligations under the agreement. Especially when it comes to a unilateral agreement. You`re the only one taking a risk, so don`t expect the receiving party to step aside to help cover your ass.