For many modern companies, creative potential is the most valuable resource. However, it can take some time to bring new ideas to market maturity and generate sales. In addition, the company's own or internal resources are often not sufficient to carry out all the necessary processes and work itself. External personnel and expertise must also be purchased. The non-disclosure agreement (NDA) has proven itself in practice as a way of safeguarding your own ideas and protecting them from theft and disclosure to competitors. It obliges the signatory to refrain from any disclosure of company secrets and know-how, stating specific penalties and threats of compensation. In practice, however, the non-disclosure agreement must be formulated appropriately depending on the specialised area - software development requires different conditions than financial services, for example. The damages to be expected from breaches are of course also very individual and vary depending on the sector.
I am an experienced lawyer in corporate law and labour law and can offer you as a client or contractor comprehensive, expert legal advice on all aspects of non-disclosure agreements. I can draw up project-related and customised non-disclosure agreements (NDAs) for you as an entrepreneur or check your documents for completeness and legal certainty. I help contractors to minimise the risks of unfavourable wording and clauses in NDAs.
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In the context of business relationships, it is almost unavoidable today to share or exchange company secrets with subcontractors, freelancers or part-time employees. New product developments are of course particularly affected here, but so is information on business figures and other technical expertise. The legal areas affected by this - copyright, trade mark law, patent law,... - are well formulated, but in practice they do not always fulfil the existing requirements. In an NDA, two contracting parties therefore commit to very specific non-disclosure agreements on explicitly named confidential information. The more precisely these are formulated, the fewer misunderstandings there can be later in the event of a dispute. The NDA must also specify exactly what consequences and penalties apply in the event of a breach.
In addition to the information to be protected itself, the necessary protective measures are nowadays also often stipulated in the non-disclosure agreement. As digitalisation continues to advance, digital protection measures such as encryption and backup are particularly relevant here. It is always important that the defined protective measures are appropriate and can be implemented sensibly without negatively impacting the day-to-day running of the project. This requires not only expertise in the specialist area, but of course also legal background knowledge. A lawyer for non-disclosure agreements can help here.
For freelancers and self-employed people in particular, prematurely signed or unfavourably worded non-disclosure agreements pose a high risk potential. Even existing insurance policies do not usually cover claims for damages, as the risks were consciously accepted or negligence can be assumed. So play it safe. Seek project-related advice from an experienced lawyer and do not take private risks from your self-employed activity.
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