03 Dic Average Length Of Non Disclosure Agreement
Non-disclosure agreements are unlikely to be useful for start-ups seeking financing from venture capitalists, as most venture capitalists will refuse to sign such agreements. Confidentiality agreements, confidentiality agreements, confidentiality agreements, confidentiality agreements – whatever their name, these ubiquitous and seemingly simple agreements are so prevalent in today`s business environment that many businessmen sign them in routine, without much real verification or consideration, if so. One of the common justifications for the superficial use of these legal agreements is that they are often the precursor to a later and broader agreement, which will probably be examined more closely. In addition, the story often goes, the agreement lasts only for 1 year (or 2, or 3). We have all seen them – confidentiality agreements with provisions that say, for example, that the confidentiality obligations set out in this document take one (1) year after the disclosure of confidential information. On the face of it, provisions such as these appear useful because they justify the expiry of a company`s legal obligations under the contract. This may be acceptable in many cases. But when trade secrets are disclosed as part of the agreement, these provisions are traps for reckless. The problem is that valuable information can be protected forever as a trade secret, as long as the owner continues to make reasonable efforts to preserve the secrecy of the information. If a company transmits information about a confidentiality agreement with a fixed duration of confidentiality obligations – for example. B one year – at another company, the information will probably not be protected as a trade secret. Since the recipient of this information is not required to keep the information confidential after the expiry of the specified period, it is unlikely that the courts will allow a company to assert that such information is a trade secret, even if the company sues an independent party for misappropriation of information. The obvious answer to this situation appears to be the use of confidentiality agreements without predetermined time when trade secrets may be disclosed. But waiting – it`s not that simple.
Some states consider non-maturity confidentiality agreements to be inappropriate trade restrictions when they apply to information that, while confidential, does not increase to the level of trade secrecy under current legislation. If an indeterminate confidentiality agreement is used in these states and confidential information is disclosed for both commercial and non-commercial purposes, a company may find the agreement unenforceable by a court, therefore removing the protection of trade secrecy for the disclosed information.