Is an NDA mandatory?
No, the use of an NDA confidentiality agreement is not mandatory. But if you want to keep sensitive information secret, then it is wise to make agreements about this in an NDA. This way you prevent damage and procedures.
Which information is considered confidential?
You can use a confidentiality agreement for any type of information that you think may only be shared with a specific person or company. The information can for example be commercially valuable, such as information that you exchange in the context of negotiations about a new invention or the purchase of another company. An NDA is also normally used when sharing information about intellectual property.
Which information is not considered confidential?
The following information is not confidential and therefore cannot be protected by an NDA:
- information that the other person can prove was previously known to him
- information that is generally known
- information that, according to the NDA, is subject to the obligation of confidentiality, but that subsequently becomes generally known in another way
What is meant by the purpose of sharing confidential information?
In a confidentiality agreement you state the purpose for which you want to share the confidential information with the other person. Describe this goal as specifically as possible. For example, you want to explore the possibilities of a collaboration or you want to discuss a marketing promotion for a new product.
How long does confidentiality last?
The confidentiality obligation does not have to have an end date. But often the information will no longer be confidential at some point. If you agree on an end date, you include it in the NDA. Make an estimate of the duration of the period in which the information must remain secret.
Why is there a penalty clause in an NDA?
In the confidentiality agreement you agree to a fine if the confidentiality obligation is violated. This is called a penalty clause. If the damage exceeds the amount of the fine, you are also entitled to compensation for the extra damage.
When do I need an NDA employee?
Your employees sometimes need secret company information because of their position. You want to prevent this information from just being put on the street. You can therefore include a confidentiality clause in the employment contract and attach a penalty clause to it. However, concluding an NDA with an employee separately is preferred.
Can I force my employee to sign an NDA?
No, you cannot force your employee to sign an NDA if he refuses. This can have consequences for him. For example, if you want him to sign an NDA because he is going to perform a certain position where he comes into contact with sensitive trade secrets, the refusal may mean that you exclude him from the position.
Who can sign an NDA?
It is important that those who sign an NDA also have the authority to do so. Therefore, make sure that a decision-making person (within the organization) signs the NDA, or it will not be valid.
What is the Trade Secrets Protection Act?
The Trade Secrets Protection Act came into force in 2018. It protects undisclosed know-how and trade secrets against illegal acts such as disclosure. In particular for innovative companies, this law provides tools for better protection against illegal infringements of trade secrets. Concluding an NDA helps you to demonstrate more easily to a judge that this is the case.
What can I do in case of violation of an NDA?
If the other party violates the NDA, you hold the other liable for the damage that you suffer as a result. It is wise to hire a lawyer for this. Use the Ask a lawyer service for this.
