I looked at a fairly standard NDA model to ensure that it covered the three essential elements described above, and I amended it by removing all the essential parts that might be contentious. Examples of the clauses I have omitted are mentioned below – some contain a more balanced formulation as an alternative: it is normal to specify that each party has its own intellectual property and that nothing is transferred under the NDA. But if you go beyond that to assign existing intellectual property or to prescribe common ownership of newly created PIs, etc., you are talking about a broader form of agreement. For example, a test agreement, a service agreement, or a broader commercial or research and development partnership. Complex multi-party situations, differentiated categories of information and different rights of use may require tailored development and legal advice on the merits. But these situations are the exception and, in most cases, all that is needed is to include some key variables in an otherwise standard agreement. Employers use confidentiality agreements to optimize their business by freely sharing information with their employees, while protecting that data from disclosure to competitors. Examples of confidential business information include strategic plans, processes, marketing strategies, customer lists, knowledge, technologies and proprietary relationships. This excessive use of compensation could be at the root of the opposition to compensation that I am facing today. But I think we risk throwing the baby out with the bathwater. For example, it may not be helpful to say that compensation rules have no place in confidentiality agreements. It is like saying that representations have no place in confidentiality agreements. Instead, you need to see how compensation rules are used.
I propose to include Koncision`s confidentiality provisions as a language of compensation, which provides compensatory property for the losses incurred by the revealing party, caused by a representative of the beneficiary, z.B a lawyer in his law firm. (This remedy would be in addition to all other contractual rights) As a general rule, we expect a recipient to be able to disclose confidential information to a list of authorized disclosures. These are often other group units, skilled staff and other third-party advisors. It is not uncommon (and, in our view, reasonable) for such disclosure to be made to these “accredited persons” on a “need for knowledge” basis and with their consent or an obligation on the recipient to ensure that these “accredited persons” behave as if they were related to the terms of the NOA. With an NDA, each party retains ownership of the intellectual property and the rights of its own confidential information.