Confidentiality agreements and non-competition agreements are the two legal instruments that are considered restrictive agreements that limit what a person can say or do in certain scenarios. Restrictive agreements are designed to prevent an employee or person linked to a company from passing certain information about that company to its competitors, or from leaving the company and entering into activities in direct competition with that company. In many scenarios, NDAs can be misused and unethical to silence employees who may suffer harassment of various forms by their employers. This is a non-compete agreement that goes well beyond the normal conditions of a non-compete agreement and it has been strongly recommended to potential staff not to sign the agreement. In DB Riley, Inc. v. AB Engineering Corp., in the US District Court for the District of Massachusetts (977 F. Supp. 84 (D. Mass.
1997) ], stated on September 18, 1997 that the case concerned the defendant`s allegation that the defendant had improperly acquired the applicant`s trade secrets and, despite contractual agreements prohibiting disclosure by any means that existed between them prior to the action, the defendant used the trade secrets to gain a “competitive advantage”. Despite this finding, the Tribunal ruled in favour of the defendant and stated that it was the applicant`s fault that it was not in a position to take appropriate steps to preserve confidentiality. Since the applicant`s confidentiality agreement was only valid for a limited period of time (in this case for a period of 10 years), the applicant was unable to assert “perpetual vigilance” over the company`s business secrets. Thus, because of the expiry clause in the confidentiality agreement, the Tribunal did not refer an injunction to the applicant for not serving the merits of his appeal. In this case, it is clear the impact that some (contemporary) ANNs can have on business practices and it is clear that it is important for companies to exercise their power to enter into eternal/indeterminate agreements. In order to gain a competitive advantage in the marketplace, companies should continue to innovate and work on new projects, products and services to minimize pressure against their competitors. This is the case in a wide range of activities, from technology to finance. A Confidentiality Agreement (NDA) is a legal document intended to contain this sensitive information mentioned above. In a legal document or a larger contract, they are called confidentiality clauses, confidentiality declarations or confidentiality agreements (CA).
From a legal point of view, it is a legal contract between at least two parties that aims to explain the knowledge and/or confidential information that the parties wish to communicate only to each other and to restrict third party/party access to all access. In most commercial applications, this “information” is generally referred to as intellectual property, while the term may refer to other sensitive information in cases of bank client confidentiality, solicitor-client privilege, priestly penance privilege, and physician and patient confidentiality.
