Violation of the NDA? Apparently not. But if you have not defined confidential information, a court could invalidate the whole agreement because it is so vague. A typical third carve-out in an NDA is information received at any time in good faith by the receiving party by a third party who legally held the information and who had the right to disclose it. If you and I enter into a confidentiality agreement and you give me confidential information in accordance with this agreement, but I buy technology from a third party and, as part of that purchase, I receive the same information that you and I would have been deprived of, then I am no longer required to keep that information confidential because I received it from a third party who was not required to keep it confidential. The summary of this particular company is that if I receive information from someone else who is aware and who has received this information legally, my obligation to you to keep it secret no longer exists. The former are usually information that is already public or that has become public without fault on the part of the receiving party. Information that could therefore be labelled as confidential information at the disclosure meeting and which could be labelled as confidential is not covered by the agreement if such information is already known to the public. Although the confidentiality agreement is not valid, you must always be careful of the inclusion of a jurisdiction and/or applicable law applicable to the agreement you wish to sign. Since the confidentiality agreement is essentially a contract, it is a good idea to check whether you are fulfilling the fundamental legal elements that make up a contract when you make up that agreement. This is it. The court or arbitral tribunal has the power to hear a dispute in the agreement. It is good practice to draw the recipient`s attention to important points of the agreement to ensure that they understand the obligations in the confidentiality agreement they will sign.
Below, some of the most common exceptions to the confidentiality requirement are listed in most agreements. These exceptions are generally used in such a way that the confidentiality agreement appears appropriate. A confidentiality agreement must be “reasonable” to be applicable. In order to determine adequacy, the courts will become factors such as: the violation of an NDA creates a violation of contractual rights, but could create other claims based on confidential information, including the misuse of trade secrets, copyright infringements or unfair competition.