To avoid the inconvenience and confusion that may arise if the recipient does not understand what is to be called trade secret and what should be called confidential information, you must have a clear understanding of both terms. Below is a confidentiality, non-competition and non-demand clause of the Coca-Cola agreement, which clearly shows the difference between « confidential information » and « trade secrets. » If the two parties reveal secrets, you should amend the agreement to make it a reciprocal (or « bilateral ») confidentiality agreement. To do this, replace the next paragraph with the first paragraph of the agreement. We recommend that you search as long as possible, preferably without limit. But you recognize that some companies want a fixed period and some courts, if the NDAs interpret, require that the period is appropriate. Determining adequacy is subjective and depends on the confidential material and the nature of the industry. For example, some trade secrets may be short-lived within the software or internet industry. Other trade secrets. For example, the Coca-Cola formula has been kept a secret for more than a century. For example, if others are likely to stumble on the same secret or innovation or cancel within a few years, you are unlikely to be damaged by a two- or three-year period. Remember that once the period is over, the revealing part is free to reveal your secrets. A mutual NOA is created to protect the confidentiality of disclosures from both parties, but if only one party intends to provide information, only a unilateral NOA is usually created.
Give the names of the two parties that enter into the agreement, that is: Your name (company name) and the name of the recipient, one. Describe all information that is not covered by the agreement. This information is generally subject to judicial decisions and state trade secrets laws that clearly indicate that this information is not part of the protection of trade secrecy. Business strategies such as marketing programs, advertising campaigns, business plans and new product listings can be protected as trade secrets. For example, the courts have decided that marketing strategies for the sale of propane gas and a business plan for a new franchise are trade secrets. A business method, type of activity or way of doing business is also a protective trade secret. Examples include a mortgage interest rate analysis system or an employee education process. It is useful to indicate a clause indicating the purpose of your NDA agreement, as it helps clarify the direction of the agreement. How long does the duty of confidentiality last? The standard agreement offers three alternative approaches: an indeterminate delay that ends when information is no longer a trade secret; A fixed period of time or a combination of the two. Misappropriation of funds – theft or illegal disclosure of trade secrets. The heart of a confidentiality agreement is a statement that establishes a confidential relationship between the parties. The declaration establishes an obligation for the receiving party to keep the information confidential and restrict its use.
This obligation is often defined by a sentence: « The receiving party holds and maintains the confidential information of the other party in a situation of strict trust, to the exclusive and exclusive benefit of the revealing party. » In other cases, the provision may be more detailed and include disclosure obligations. A detailed provision is shown below. If you`re looking for the model, download the PDF file. PandaTip: You can add concrete examples of confidential information you want to protect. For example, if you want to protect yourself from software code disclosure, you can add « software code » to the list.