Legal characteristics of the contract on non-disclosure of confidential information

Abstract

The article examines the legal characteristics of a non-disclosure agreement. The author determines the place of a non-disclosure agreement among causal, abstract, equivalent and aleatory contracts and the possibility of its recognition as a public, conditional, mixed and accession agreement. The author emphasises that the Causa of a non-disclosure agreement is clearly defined and consists of the creation of negative obligations which must be reflected in the contract. The purpose is of fundamental importance for its validity and is reflected in the wording of its subject matter and other provisions of its content. The paper proves that since the agreement on non-disclosure of confidential information is aimed at creating negative obligations and, in most cases, is gratuitous, it is advisable to speak not of the transfer of benefits by the parties to each other but of the creation of counter-obligations on non-disclosure. It is noted that a non-disclosure agreement is concluded not to transfer a benefit (information) but to enable the fulfilment of employment duties, service obligations, etc. The author notes that the contract under study is not a substitute contract but a preventive one, creating conditions for preventing disclosure of information. As a result of the research, the author concludes that in most cases, a non-disclosure agreement is causal, aleatory, mutually agreed, comprehensive and not public. However, due to this agreement's lack of detailed legal regulation, the parties may enter into a mixed agreement on non-disclosure of confidential information, which may be a conditional transaction, etc.

Keywords

• legal characteristics of the contract, non-disclosure agreement, nda, paid contracts, gratuitous contracts, unilateral and bilateral contracts, written form of the contract, consensual and real contracts.