Who Needs a Confidentiality Agreement?


Quick Answer

Individuals and businesses who want to protect specific information regarding a trade secret to ensure others don't disclose that information without the proper authorization need a confidentiality agreement, also known as a nondisclosure agreement, Nolo explains. These agreements are the best way to protect trade secrets.

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Full Answer

The purpose of a confidentiality, or non-disclosure agreement, is to create and maintain a confidential relationship between a business or individual who has a trade secret, and those who have access to that trade secret, Nolo explains. People who enter into such an agreement are legally bound to keep the trade information a secret. An oral agreement can also create a confidential relationship, but this type of agreement is much more difficult to prove than one that is based on a written legal agreement.

Non-disclosure agreements are generally categorized as one-way or mutual. A one-way agreement is used when only one party is making a trade disclosure. A mutual agreement is one where both parties are exchanging confidential trade information to each other, perhaps secret information in exchange for marketing strategy. Both types of agreements contain five elements: a definition of the confidential information, any exclusions from the confidential information, the obligations of the receiving party, time period and any miscellaneous provisions.

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