Whether engaging in joint venture arrangements, strategic partnerships, or any other form of collaborative relationship, maintaining, protecting, and preserving confidential information are important for businesses.
In a business collaboration, parties often share critical and proprietary information. This may include financial data, marketing strategies, ideas, customer list, and other forms of confidential information. Without a non-disclosure agreement (“NDA”), the disclosing party exposes itself to substantial risks as the receiving party could exploit the information for its own benefit or even share it with the disclosing party’s competitors.
An NDA is a contract that protects confidential information exchanged between the parties. The primary purpose of an NDA is to establish the manners and restrictions in using the confidential information.
In an NDA, the receiving party is often required to get prior written consent from the disclosing party before using or disclosing the confidential information beyond the agreed-upon purposes. Failure to obtain the written consent amounts to unauthorised use of confidential information. The NDA imposes an obligation on the receiving party to maintain the confidentiality of the information for a specified duration, thereby preserving the confidentiality of information even if the collaboration ends.
An NDA ensures that the receiving party understands its obligations and the potential legal consequences of breaching its obligations. Besides that, it allows the disclosing party to seek legal remedies such as monetary damages or injunctive relief to protect its interest in the event of a breach.
Additionally, an NDA sends a strong signal that the disclosing party prioritises the protection of confidentiality and expects the receiving party to do the same. This establishes a foundation of trust, encourages open communication and mutual respect between the parties involved, thereby facilitating the business collaboration.
In conclusion, an NDA is an essential tool for safeguarding confidential information in a business collaboration. By signing an NDA, parties can establish clear expectations, minimise unauthorised disclosure, and have legal remedies in case there is an incident of an unauthorised disclosure that breaches the NDA.
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About the author:
This article was written by Wong Shen Ming, Corporate Associate – law firm in Kuala Lumpur, Malaysia.
The view expressed in this article is intended to provide a general guide to the subject matter and does not constitute professional legal advice. You are advised to seek proper legal advice for your specific situation.
