The name NDA stands for Non-Disclosure Agreement and is equivalent to the name confidentiality agreement. This agreement is a contract in which one or more parties agree to maintain the confidentiality of certain sensitive information shared by companies with third parties for the purpose of collaboration. Confidentiality is very important to maintain (fair) competition in the marketplace.
The confidentiality agreement may take the form of a unilateral contract, where one party gives the other party access to certain information and the other party agrees not to disclose it, or a bilateral contract, where the parties exchange information and both agree not to disclose it to third parties.
WHEN IS THE CONFIDENTIALITY AGREEMENT CONCLUDED IN ROMANIA?
When a company decides to work with a third party (another company, an individual or any other entity), it will have to give the other party access to certain information that is considered sensitive. This information can relate to a variety of things. It may consist of various documents, accounting records, tax information, strategies or anything related to the company’s business. So, before the actual collaboration begins, the company will enter into a confidentiality agreement with the other party, whereby the party receiving access to the information undertakes not to disclose it to third parties or use it for any purpose other than that originally intended.
In such collaborations, a separate confidentiality agreement may be concluded or a confidentiality clause may be included in a different type of contract setting out the type of collaboration between the parties (employment contract, collaboration contract, sponsorship contract, etc.).
HOW LONG DOES THE CONFIDENTIALITY AGREEMENT LAST?
The confidentiality agreement will take effect for the duration agreed by the parties. This agreement may therefore be concluded for the duration of the collaboration between the parties, for a predetermined period, or even indefinitely. To the extent that the information is made public by the sender or by the recipient with the written consent of the sender, the confidentiality obligation is no longer to be respected and no longer serves any useful purpose, and the confidentiality agreement is thus rendered redundant.
WHAT DOES THE CONFIDENTIALITY AGREEMENT CONTAIN IN ROMANIA?
The content of the confidentiality agreement may differ from case to case, but there are some essential elements that must be present in every contract in order for it to produce the effects intended by the parties.
- Information in respect of which there is an obligation of confidentiality. This must be listed and defined so that there is no doubt about the extent of the obligation;
- The actual content of the obligation. This refers to the concrete actions from which the recipient must refrain. For example, disclosure, copying, use for certain purposes, etc.;
- The duration of the obligation;
- Liability for non-compliance. This is generally represented by the payment of compensation, the amount or formula for calculating which is also laid down in the same agreement.
