(a) Non-disclosure agreements
The Model Contract Non-disclosure agreement facilitates the exchange of ideas and confidential or proprietary information by limiting the permitted purpose for which such disclosed information may be used and by imposing secrecy obligations on the receiving party.[1]
Terminology. Contracts (clauses?) may also be referred to as Confidentiality agreements or Secrecy agreements (or the abbreviation NDA or CDA) such as in the Model Contracts.
Protection of confidential information. A Non-disclosure agreement enables parties to protect their know-how and technology against misappropriation or abusive use by the other party. It is legally difficult to protect ideas, concepts, know-how, general technology and many software functionalities because these elements fall outside of the standard categories covered by intellectual property law, such as, copyrighted works, patented inventions, and certain designs.
Intellectual property rights. The Model Contract contains a simplified provision regarding the intellectual property rights of the disclosing party: any improvement of the disclosed information, even when proposed or suggested by the receiving party, will be owned by the disclosing party. This prevents claims to co-inventorship, co-ownership and other related complications.
Avoid negotiation. A non-disclosure agreement should be signed soon after the contact between the parties starts in order to facilitate disclosure and further the effective negotiations concerning the main contract. The non-disclosure agreement should therefore not contain significant areas of negotiation.
[1] For examples from the ITC Model Contracts see Model Contracts for Small Firms, Legal Guidance for Doing international Business, 2010, p. 11 and p. 29.