Non - Disclosure Agreement • LAWFOX

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Non - Disclosure Agreement

A company often has undisclosed trade secrets and know-how. This is confidential information. It is very important to ensure that this valuable information is kept secret. Agreeing on a nondisclosure agreement is an opportunity to protect this confidential information. Another term that is often used for this is NDA (non-disclosure agreement).

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Such an agreement can also protect intellectual property, as for example an invention. Of course, regular patent protection is possible for the protection of an invention, but this costs money and the duration of its protection is limited. By keeping an invention secret, the protection time can be much longer.

A non – disclosure agreement is concluded between parties if confidential information has to be shared, however, this information must be kept secret.

The Non – Disclosure Agreement

A non – disclosure agreement is a contract. In the agreement, it should be stipulated that shared confidential information may not be used for own purposes and must be kept secret. The contract regulates, among other things, confidential information and coordinates the use of this information. It also includes exceptions to confidentiality, for example, that information that was already in the possession of the disclosing party prior to the departure of the information does not require confidentiality.

Trade Secrets

The Trade Secrets Protection Act requires that a person who lawfully possesses a trade secret has to take reasonable measures to keep it secret. According to the Explanatory Memorandum to the law (Memorie van Toelichting), a reasonable measure can be agreed upon in a NDA.

This can be done in trade contracts, but also in, for example, employment contracts. Under the Trade Secrets Protection Act, the holder of the trade secret can take action against the unlawful obtaining, use and disclosure of the secret information. The law does not provide an exclusive right. Moreover, the act provides an additional basis for trade secret holders to combat infringements. A trade secret is defined as a non – disclosure agreement that is protected under the contract and the law together.

Infringement

If someone infringes a confidentiality agreement, action can be taken on the basis of contract law. In addition, the Trade Secrets Protection Act often offers protection because a breach of the contract not only violates contract law but also results in unlawful use of trade secrets. Several remedies are available to stop the infringement. The holder may claim a prohibition on the use or disclosure of the confidential information. Moreover, claims to recall or destroy products already manufactured are possible. And lastly, compensation can sometimes also be claimed.

What are we doing?

We regularly draw up confidentiality agreements and NDAs. We also advise on agreements that have to be made and we provide explanations to such agreements. Of course, we know the Trade Secrets Protection Act well, which means that we can also advise and assist in the implementation of legislation.

Contact

LAWFOX’s lawyers are happy to assist you. We can prevent legal proceedings for your company or organization, or take legal action if required. We have a team available that is glad to help you with all your questions about non – disclosure agreements.

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