A confidentiality agreement, also known as NOA, is intended to protect information exchanged between two or more parties. Read 3 min ANDA can be “unilateral” or “reciprocal.” A single NOA is structured so that one party divides information and the other party receives it. On the other hand, a mutual NOA considers that one of the parties may disclose or receive information and imposes reciprocal confidentiality obligations. Although standard form NDAs are commonly used, parties should always check whether the agreement is consistent with the particular circumstances and risks. As with all contractual laws, when developing or negotiating an NDA, you remember that seemingly harmless changes can sometimes have unintended consequences (see for example, this blog post on “Time is the essence” clauses and what they actually mean). An NDA can be used to protect any type of information that is not known to all. As part of a confidentiality agreement, recipients of the information are required to keep this information secret. It is also illegal for them to disclose this information in one way or another, which would mean that the information is no longer a trade secret. If you are considering calling your important information a trade secret, it is important that you take steps to keep that information confidential. Therefore, a contract that requires the recipient of the information to respect its confidentiality is essential.

As soon as a trade secret is revealed, it loses its trade secret. It is therefore preferable to avoid this situation by trying to get the agreement in writing. If necessary, you can easily water down the conditions and make the agreement simple to get a signature. Although a simple NOA seems more accessible, it could give more rights to the party that provides the information. It is extremely difficult and sometimes impossible to prove the existence of an oral confidentiality agreement. It is equally difficult to prove that past acts involve an agreement, as both sides may have conflicting his or her stories. In general, when a party says that there is an oral agreement, the case is decided in favour of the person who is believed. Confidentiality agreements are often used to protect the details of new products, customer lists, marketing campaign details and information about different manufacturing processes.