Think carefully about how long the NCNDA will run. For example, the term is five years from the date the agreement is signed. You can also choose a date when the confidentiality agreement expires (for example. B when the project is completed). You can also force someone to keep the secret indefinitely, which means that the signatory cannot at any time disclose the confidential information contained in the agreement. In the event that the parties choose not to have a business relationship, neither party will be able to use the other party`s information. For this reason, a non-circumvention agreement is almost always signed at the same time as a confidentiality agreement. Make sure the agreement includes people and/or entities related to each party. It is always a good idea to include a provision that makes each party accountable for ensuring that its employees, agents and independent contractors comply with the provisions of the NCNDA. Simply put, this provision prevents parties from circumventing or circumventing either party with respect to transactions initiated by both parties. As you will see in the ncNDA example below, the terms “business” must be interpreted as broadly as possible to seize if an NCNDA is violated, the party who disclosed the confidential information could be sued for damages, forced to repay the shortfall and, in some cases, held in violation of the court (which could result in criminal charges).
Any information that must be treated confidentially should be included in this provision. This includes all intellectual property rights as well as trade secrets, customer lists, email addresses Not all information can be protected by an NCNDA. For example, if a party has prior knowledge of the information, or if the information is known to all or is accessible to the public in one way or another. The main objective of an NCNDA is to ensure that: 1) intermediaries (brokers that import the buyer and seller) are not bypassed; and 2) intellectual property disclosed during the negotiations will not be disclosed to third parties. It`s always a great idea to let your lawyer check your NCNDA to make sure you haven`t overlooked important terms. With all the international business projects that our company carries out, it is not surprising that we are often asked to design a non-circumvention and non-disclsoure Agreement (NCNDA). An NCNDA is used when a company is required to protect intellectual property and other confidential information in the early stages of a business organized by brokers or intermediaries. While the terms may seem simple, it`s worth ignoring the essentials of an NCNDA. Below I have a basic NCNDA as a starting point for your particular circumstances.