Your relationship with the receiving party is usually defined by the agreement you sign. For example, an employment, licensing or investment agreement. For a stranger, it may seem like you have a different relationship, for example. B a partnership or joint venture. It is possible that an unscrupulous company will try to take advantage of this appearance and make a third-party deal. In other words, the receiving party can claim to be your partner to gain an advantage from a distributor or a sub-licensed. In order to avoid liability for such a situation, most agreements contain a provision such as this, which excludes any provision other than that defined in the agreement. We recommend that you include such a provision and ensure that it is adapted to the agreement. If you use it z.B in an employment contract, remove the reference to employees. If you use it in a partnership agreement, you insert the reference to partners, etc. Instead of developing a purely NDA agreement, U.S.
companies should opt for a confidentiality, non-use and non-circumvention agreement (NNN) that includes the normal protection of an NDA, including confidentiality and non-use clauses, but also protection against non-circumvention. An NDA on the Western model normally requires the party receiving confidential information (“receiving part”) to the confidentiality of the secrets it receives. You cannot prohibit the receiving party from disclosing information that is known to the public, that was legally acquired from another source or developed by the receiving party before they meet you. Similarly, it is not illegal for the receiving party to reveal your secret with your permission. These legal exceptions exist with or without agreement, but they are usually contained in a contract in order to make everyone understand that this information is not considered a trade secret. The secret will protect the trade secrets of the next likely trick of manufacturers: the disclosure of a trade secret. To understand why a manufacturer would choose to do so, SMEs need to understand that trade secrets are only protected as long as they remain secret. If they are made public, all the protections they had will be lost. This allows manufacturers to circumvent non-use agreements by dividing information and dissolving their protected trade secret status.