Client List – Example 2: Former employees have taken over the list of clients of a temporary work agency. The former employees argued that the list could not be a trade secret because the information could be obtained in another way. A court contradicted and prevented ex-employees from using the list because it could not be displayed using public information indicating which companies were likely to employ temporary workers and because the list also contained information such as the client`s business volume, specific customer requirements, important contacts and billing rates. Courtesy Temporary Serv. Inc. v. Camacho, 222 Cal. App.3d 1278 (1990). For the duration of this confidentiality agreement, all information with which the recipient may come into contact is not disclosed to the public and is provided as confidential information only by contact with the owner. A second function of the integration provision is to note that if a party makes commitments after the signing of the agreement, these commitments are binding only if they are made in a signed amendment (in addition) to the agreement. The validity of a confidentiality agreement belongs to the person writing the agreement, but the standard period is between two and five years. In addition, there is usually a declaration that the confidentiality agreement will be automatically terminated as soon as the information it protects is made public.
You can also insist on the return of all trade secrets that you provide as part of the agreement. In this case, add the following language to the receiving party`s obligations. 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. 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. Evaluation Agreement – A contract in which one party promises to submit an idea, and the other party promises to evaluate it. After the evaluation, the evaluator will either reach an agreement to use the idea or promise not to use or disclose it. It is probably normal to use a non-disclosure contract in most cases, but you may want your legal counsel to have it checked to make sure it is valid in your condition, especially if employees are working with highly sensitive information. The judicial clause defines the state laws that govern the confidentiality agreement. If confidential information is disclosed or used inappropriately by a party and legal action is filed, the laws of the agreed state apply and all trials or hearings take place in that state. This confidentiality agreement is made on [Agreement.CreatedDate] between [Owner.Name] (owner) and [Recipient.Name] (destined). PandaTip: This section of the NDA model gives you the right to claim damages in the event of a violation of this Agreement.
NDA Customer List – For companies that sell their customer lists to other companies. Here is an example of how to launch an NDA and base the parties to the agreement. Note that the NDA example clause also states to which transaction or relationship the NDA relates to: Use our confidentiality agreement to protect your confidential information. Start with the choice of relationship between the parties: The period is often a matter of negotiation. You, as a revealing party, generally want an open period without borders; recipients want a short period of time. With respect to personnel and subcontracts, the term is often unlimited or ends only when trade secrecy is made public.