Non Disclosure Agreement Dutch Law
To further protect the interests of the disclosing company, the agreement also includes recipient liability and indemnification clauses, limitation of the disclosing company`s liability, intellectual property protection language, and document management rules. A non-disclosure agreement, also known as a non-disclosure agreement or NDA, is an agreement to ensure that a party that provides another party with information about internal and confidential business processes or details of a new product or service can be assured that the other party is not using that information for its own purposes and that its respective employees will do so as well. are subject to confidentiality obligations. A penal provision. This provision states that if the receiving party violates a provision of the NDA, the receiving party must pay an immediate penalty to the disclosing party. A fine for breach of confidentiality can ensure that the parties respect their agreements and therefore confidentiality. A penalty clause makes it relatively easy to obtain compensation in the event of a breach of confidentiality obligations. If there are reasonable grounds to suspect that your counterparty is breaching an existing agreement, you may obtain an injunction in the Netherlands to comply with the confidentiality agreement. If you did not include a penalty in the non-disclosure agreement, the court may impose a fine on the aggrieved party. A non-disclosure agreement (NDA) defines the conditions under which the parties agree not to disclose confidential information (to third parties). For example, a non-disclosure agreement can be very important in a purchase agreement, as the parties can gain insight into the other party`s business information during the process.
A non-disclosure agreement can also play an important role in entering into a settlement agreement, as you, as an entrepreneur, want to prevent the content of a commercial dispute from becoming public. In order to avoid any damage to your company`s reputation, we, as lawyers, always recommend a tailor-made non-disclosure agreement and will be happy to advise you in English. For certain agreements under Dutch law, such as . B an agency contract, the confidentiality agreement is often signed by both parties. In case of violation of the content of the non-disclosure agreement, the underlying contract (e.g. B, the agency contract or a takeover contract under Dutch law) may be terminated. Ask your lawyer in the Netherlands if a breach of the non-disclosure agreement will result in the termination of the contract and what steps you can take in this case. MAAK Advocaten`s English-speaking lawyers, based in Amsterdam, work mainly with international contractual partners and advise their clients with experience and know-how and assist in the drafting of non-disclosure agreements and the proper determination of contractual penalties under Dutch law. Specialists in contract law can also verify the contractual applicability of Dutch law and the admissibility of such a provision. Get advice from a lawyer specializing in English-speaking international contract law, but also for commercial disputes in the Netherlands. Description of the purpose of the disclosure of certain confidential information. It is important that this objective be clearly stated.
Indeed, it determines the purpose for which the receiving party may use the disclosed information and which persons have access to that information. A non-disclosure agreement is not an incentive if there is no penalty associated with a breach of contract. In case of violation of the clauses contained in the non-disclosure agreement, the penalty (if duly agreed under Dutch law) can be claimed immediately and without formal notice. Whether the sentence is imposed in full or not is ultimately a matter for the civil court, which has the ability to mitigate a penalty if it is found to be inappropriate. The Agreement imposes an obligation of confidentiality on the receiving party and its agents with respect to any information disclosed in any form in connection with the Transaction. Exceptions to the secrecy of confidential information. Information known to the receiving party prior to its disclosure under the NDA is often excluded from the definition of confidential information. It may also be information that is already publicly available.
Example of a clause in a confidentiality agreement under Dutch law A non-disclosure agreement (“NDA”) in the Netherlands is an agreement in which two or more parties undertake to keep certain confidential information secret and therefore not to share confidential information with others. A non-disclosure agreement defines the terms and subjects of confidential information. Confidentiality rules are often found in agency contracts. The type of information subject to secrecy is unlimited. Any information exchanged may be considered confidential. This includes business results, technical data, customer data, trade secrets or data on intellectual property rights. A confidentiality agreement is often referred to as a “confidentiality agreement”. Fennek Advocaten`s Dutch lawyers are all experienced in drafting and negotiating non-disclosure agreements (“NDAs”) in the Netherlands. If you need the assistance of a law firm in the Netherlands for non-disclosure agreements (NDAs), please contact our Fennek Advocaten partner, Mr Lisa Jie Sam Foek (lisa@fennekadvocaten.nl) information that is already publicly available, that has been lawfully received by the receiving party of a third party or that was already known to the receiving party prior to disclosure on the basis of the NDA, is often excluded from the definition of confidential information. In addition, a non-disclosure agreement should include parties agreeing that none of the provisions of the non-disclosure agreement excludes obligations based on the receiving party under certain laws and regulations, such as the Dutch Financial Supervision Act and the Personal Data Protection Act, or on the basis of a court order. Are you faced with the question of whether it makes sense to include a confidentiality agreement under Dutch law in your contract with a future business partner? Our contract Do you have questions about Dutch contract law or do you need specific legal advice in Holland regarding a non-disclosure agreement under Dutch law? Our experienced English-speaking specialist lawyers in Holland will be happy to help you. When it comes to confidential information, the receiving party is particularly committed: if you want to use an NDA to protect your startup`s innovative ideas, it is relatively rare to ask a potential investor to sign an NDA.
An investor might even decide that you haven`t done your homework in the startup environment and that you`re cutting yourself off before you`ve even had a chance to pitch in front of them. This means that the party to whom a product, service or idea is presented considers the information to be confidential and therefore strictly confidential to third parties. This may include other sensitive company information, such as . B the status of judicial proceedings. (d) the delegated/ancillary tasks are performed only by persons whom the receiving party has reasonably deemed reliable; Disclosure of confidential information to employees and third parties. A non-disclosure agreement only protects how confidential information is used or published between the parties who have agreed to the confidentiality agreement. .