Second, the confidentiality agreement should include the legal obligations of the parties concerned, including all restrictions/bans that the recipient of confidential information must comply with, as well as exceptions for certain persons requiring the disclosure of confidential information for the course of the day. A bilateral NOA is usually applied when confidential information is exchanged between two parties. In this case, neither party is allowed to freely disclose information to third parties without the prior consent of the other signatory to the confidentiality agreement. For example, a merger and acquisition negotiation would require the common use of corporate secrets and any unauthorized disclosure of negotiations could have dramatic consequences on stock prices and inventories. Whether an NOA should be bilateral or unilateral really depends heavily on the circumstances and relationships between the parties involved, among others. If both parties exchange confidential information, you must develop a bilateral agreement. Neither party should be able to disclose information to third parties without the prior consent of the other NDA signatory. Bilateral confidentiality agreements are often the norm in joint ventures, mergers and acquisitions and affiliate programs. As a general rule, NOA signatories have carte blanche to decide what information, materials or knowledge the NDA should be protected under. Some examples of confidential information are (but not limited) to customer databases, company strategy plans, trade or manufacturing secrets, product or software types, and even proprietary software and passwords. Depending on the industry, the definition and scope of the information collected can be flexibly defined by the agreement of the parties. NDAs are widespread in the corporate world – where sensitive information must be disclosed in the context of business relationships and where it is necessary to ensure that the confidentiality of this information is strictly respected at all times.
Any unauthorized disclosure of confidential information under an NOA would be considered an offence and would be subject to action in which the other party could claim damages for the offence. The next part of the agreement should include the obligations of the parties, namely the measures to be taken to protect the confidentiality of the information, the nature of the authorized disclosure and what is prohibited. They may choose not to include specific obligations, but only to limit the legitimate disclosure of information. The duration of the contract should be an important part of this contract period. It is important to provide for a continuous confidentiality clause beyond the duration of the confidentiality agreement.