Another approach to identifying trade secrets is to indicate that the disclosing party certifies what is confidential and what is not. For example, physical disclosures, such as written documents or software, are clearly marked as «Confidential.» In the case of oral disclosures, the disclosing party confirms in writing that a trade secret has been disclosed. The following is an appropriate determination from the example NDA in the previous section. A non-disclosure agreement does not guarantee that the recipient of the confidential information will not disclose it. The contractual conditions are only legally binding on the parties and may set out the legal consequences of a breach. The particular content of each NDA is unique in that it refers to specific information, proprietary data or other sensitive details determined by the people involved and what is being discussed. In general, there are two main types of non-disclosure agreements: unilateral and reciprocal agreements. A confidentiality agreement is usually used whenever confidential information is shared with potential investors, creditors, customers or suppliers. Written confidentiality signed by all parties can give confidence to these negotiations and prevent the theft of intellectual property. The exact nature of the confidential information is specified in the non-disclosure agreement. Some non-disclosure agreements require a person to maintain secrecy indefinitely, so that at no time can the signatory disclose the confidential information contained in the agreement. Without such a signed agreement, any information disclosed in trust may be used for malicious purposes or inadvertently disclosed.
Penalties for breaching a confidentiality agreement are listed in the agreement and may include damages in the form of lost profits or possibly criminal charges. Non-disclosure and confidentiality agreements are surprisingly common in today`s world. Information protected by attorney privilege and physician and patient confidentiality is essentially covered by a full non-disclosure agreement, and even librarians are required to keep information about the books you`ve read under lock and key. .