How
to Protect Business Secrets through Non-Disclosure Agreement (NDA)?
In business or production process, individual or organization
being may have to share its business secrets with others. Legal solution
for this situation is to enter into a Non-Disclosure Agreement agreement (NDA).
Non-Disclosure Agreement Lawyers in
Vietnam
Non-Disclosure Agreement (NDA) are often used by inventors or
companies when sharing business ideas, sample products which have just been
created, patent and many other business secrets. This disclosure’s purpose is
to explore the possibilities to cooperate, manufacture; to commercialize a
particular product in relation to another company when seeking licensing
contracts, financial source to develop a product; to deploy a business secret,
to enter into a Merger and Acquisition transactions, or to create binding
obligations on employees if they know or are known secrets of the company they
are working for.
What does the content of the Non-Disclosure
Agreement (NDA) include?
NDA should begin with a clear statement of who the owner’s
non-disclosed information is (owner); party who receives non-disclosed
information (recipient); identify non-disclosed information and the reason for
disclosing such information to the recipient. The most important thing of NDA
is to identify the scope of non-disclosed information or confidential
information to avoid the parties in dispute if one party discloses certain
information. Another thing to keep in mind is that the NDA can achieve the purpose
of the parties when stipulating clearly how the recipient has to protect that
information and what is allowed or not allowed to do with that information. In
particular, it is necessary to detail that the recipient has to take
responsibilities if they violate the information security obligations specified
in the NDA.
Besides, the parties may agree to a reciprocal NDA. Sometimes, the
source of information is two-ways, both parties will then disclose confidential
information to each other, for example when the two parties form a joint
venture, or have intention of acquiring the target company through M&A.
Accordingly, NDA will refer to the agreement of formation a joint venture,
M&A which clearly states that which confidential information two parties
will share, what are the rights and obligations of the two parties.
Of course, the best way to keep a secret is to not tell anyone.
However, this is not always possible in the collaboration world when shared
economy is thriving in Vietnam. If the owner needs to share business
secrets, they could sign with the recipient an non-disclosure agreement or
contract to avoid unfortunate circumstances.
ANT Lawyers - Law firm in Vietnam could help clients to
create NDA in various business transactions in M&A, joint venture, IP
commercialization, labour to address the needs of business requirements in
Vietnam.
