The question of how the elements of a right to compensation relate to the elements of a right to infringement has caused enough noise that I see that it might be counterproductive to include the language of compensation in Koncision`s confidentiality agreements. If I could cite the authority that compensation can be benign, I would be more of a supporter of compensation. But the fact is that I have not seen any authority on this issue. Most confidentiality agreements discourage the receiving party from disclosing the information for the duration of the contract and for some time after its termination. We would generally expect a recipient to be able to disclose confidential information to a list of authorized disclosures. These are often other group companies, relevant personnel and other external or other consultants. It is not uncommon (and reasonable in our view) for such disclosure to be made to these “authorized persons” on a “need to know” basis and to be accompanied by their consent to be bound to the recipient or an obligation for the recipient to ensure that these “authorized persons” behave as if they were bound by the terms of the NDA. I discussed the role of indemnification in this August 2009 AdamsDrafting blog post. What prompted me to write this contribution was the feeling that authors too quickly throw compensation provisions into a contract without considering whether a contractual means would be appropriate.
In situations where you don`t want to involve the third party in conversations with your customer, you should use the first option. Otherwise, it is better to involve the third party and avoid liability. They must also ensure that the customer can be the source of the compensation. These contracts generally relate to the disclosed party and the receiving party. Confidentiality agreements are the most widely used in the field of employment, but can also be concluded with independent contractors, suppliers, suppliers, investors and other business partners and partners. Unauthorized disclosure or use by representatives. Where the public party becomes liable for losses resulting from the disclosure or use of confidential information by one or more representatives of the recipient that are not authorized by this Agreement, such disclosure or use shall be deemed to be made by the recipient to determine whether the recipient has breached any of its obligations under this Agreement. The initial cut of an NDA is often extreme and unrealistically favorable to the party that designed it. This results in temporal and cost consequences that are disproportionate to the rather simple concept of respecting the confidentiality of information exchanged during negotiations. In any case, the final document almost always reflects a fair and reasonable compromise, so why not start there? Confidentiality agreements (NDAs) are also legally binding contracts that identify information that one or both parties wish to keep confidential and prohibit public or private disclosure of that information.
This approach will not please everyone. Finally, each company wants to ensure that its agreements are watertight and developed to its own individual satisfaction.. . . .