February 02, 2024
The Non-Disclosure Agreement (NDA), also known as the Non-Disclosure Agreement (NDA), is a key legal instrument that protects the confidentiality of important business information. Its main objective is to ensure that parties who have access to confidential information will not use this information to their advantage or disclose it to third parties. The following are described the key elements that should be included in any nondisclosure agreement to ensure maximum protection and clarity.
Definitions of confidential information
Description of information: Specify precisely which information is considered confidential. These can be technical data, marketing plans, business strategies, client lists, and other sensitive data.
Exemptions: Specify which information is not confidential. This may be information that is already publicly known or that the recipient already knows from other sources.
Obligations of the parties
The parties to nda contracts are generally, on the one hand, the recipient of the information and on the other hand the provider or dispenser of the information. In some exceptional cases, both parties both provide and receive confidential information.
Obligations of the recipient: are predominantly reduced to the obligation of secrecy and restriction of the use of information solely for the purpose specified in the contract.
Discoverer obligations: are mainly reduced to obligations to provide certain information or support in connection with business cooperation.
Contract Duration
Each NDA must indicate how long after the end of the contract, the recipient must keep the information confidential. In most cases, deadlines of 2 to 5 years are contracted, but with larger corporations and larger projects it is not uncommon to contract and unlimited secrecy.
In any case, it is recommended to agree on the duration of the non-disclosure agreement, e.g. until the completion of the project or a few years after the completion of the project.
Legal consequences
Sanctions for breach of contract may be property in the sense of compensation for damages or payment of penalties or criminal ones within the meaning of conviction for a criminal offence if so provided for by applicable law.
Jurisdiction and applicable law
Jurisdiction: In any contract with an international element i.e. if both parties are not from the same country, it is necessary to agree which court will have jurisdiction to resolve any disputes. If both parties were from Croatia, then the Croatian court has jurisdiction, and in that case it is not possible to agree on the jurisdiction of the Croatian court. If the parties do not wish to entrust the resolution of the dispute to the court, it is possible to arrange private arbitration. Applicable law: In any contract with an international element, it is recommended to contract the law of the state that will be applicable to the settlement of any disputes. If both parties were from Croatia, then Croatian law is applicable, and in that case it is not possible to agree that the law of another state would be applicable.
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