Recognition of irreparable harm. The damage caused by the breach of confidentiality under an infringement theory is usually difficult to quantify and the loss cannot be fully measured in cash damages. The damage is therefore irreparable. For these reasons, it is useful, even if it is not decisive, even if it is not decisive, for the receiving party not to acknowledge that a breach of the agreement would cause irreparable harm. Place. The court or by arbitration is empowered to hear a dispute a resulting from the agreement. Each party declares that it retains exclusive ownership and intellectual property rights in its respective confidential information and that no license or other interest in a party`s confidential information is granted or implied by the agreement. Protection of information. The „Standard of Confidentiality for Due Diligence“ clause or the information safeguard clause defines the level of protection that the receiving party must use to protect the confidential information disclosed. Typically, the agreement requires the recipient to treat disclosed information in the same way as they treat their own confidential information, but no less than „due diligence.“ Some agreements claim to require a higher level, such as „strict trust“ or the „highest level of care.“ However, these higher standards may not be feasible or achievable. The Permitted Disclosure Clause describes the (a) class of persons to whom confidential information may be disclosed, (b) disclosure requirements, and (c) responsibility for disclosure.
Generally speaking, the recipient will prefer broader disclosure rights, while the applicant for disclosure will endeavor to restrict the class of persons allowed to access it and continue to try to apply the terms of the agreement to all such persons. Confidentiality agreements are a double-edged sword. On the one hand, when valid, they protect the disclosing party from loss of ownership of confidential information. On the other hand, if they are not enforceable, they can cause the disclosed party to lose ownership of this information, resulting in serious commercial consequences. Caution in entering into a confidentiality agreement and non-disclosure of confidential information before entering into a confidentiality agreement are good preparatory steps for the protection of that information. However, companies must take additional measures to preserve the secrecy of this information so that the agreement can be implemented in the event of an infringement committed by a re-received party.. . . .
