Obligations of the Confidential Agent under Non-disclosure Agreement

Abstract

It is established that analysis of obligations the party receiving access to the information under Non- disclosure Agreement comprehensively contributes to the effective fulfillment of terms of such deal. It is analyzed legal status of the receiving party in respect of its contractual obligations. It is determined that the adoption of the Law of Ukraine “On Stimulating Development of Digital Economy in Ukraine” will generally facilitate the spread of the practice of NDA applying even outside the legal regime of Diia City. It is established that ensuring of confidentiality of information transferred under Non- disclosure Agreement is the main duty of the Confidential Agent. It is determined that it’s possible to keep information confidential both by means of active actions and passive inaction. It is concluded that the obligations to protect information should be kept by the receiving party even after the termination of NDA. It is determined that the Confidant shall not disclose confidential information without prior written consent of the other party of the Agreement. It is analyzed the procedure of interaction between the parties of NDA in case of receipt by the Confidential Agent of requests from authorities or institutions for disclosure of confidential information. It is established that it is important for the receiving party to inform the Confidant about cases of loss or disclosure of information contrary to the terms of Non- disclosure Agreement. It is proved that informing the Confidant about circumstances of loss or disclosure of information significantly contributes to minimization of potential risks for the disclosing party of NDA. It is determined that the Confidant shall unconditionally delete the information protected by Agreement as well as material carriers of such information in the event of termination of NDA or in case of a request from the Confidant. It is analyzed obligation of a Confidant to use transferred information exclusively for the purpose established by the relevant Non-disclosure Agreement. It is proved that the obligation to be liable for breach of Agreement is an important way of ensuring of interests of the disclosing party of Non-disclosure Agreement.