What Is a Disclosure Agreement?

A non-disclosure agreement is an agreement between the parties to the written or oral information that one party informs the other party, agreeing that such information should not be disclosed to any third party. The parties with the obligation of confidentiality violate the agreement and disclose confidential information to third parties, and will bear civil liability and even criminal liability.

A non-disclosure agreement is a written or oral communication between the parties to the agreement about one party's notification to the other party, and an agreement not to disclose such information to any third party

Party A:

Party B:

Party A and Party B

I. Form of confidentiality agreement

When signing a confidentiality agreement, the two parties can either sign in the Labor Contract Law ^[1]

For those who have serious consequences caused by violation of the confidentiality agreement, China's criminal law provides for the crime of violating trade secrets.

Article 219 Whoever commits one of the following acts infringing on trade secrets and causes significant losses to the right holder of trade secrets shall be sentenced to fixed-term imprisonment of not more than three years or imprisoned and imposed a single fine; Three to seven years in prison and fines:

(1) Obtaining the business secrets of the right holder by theft, inducement, coercion or other improper means;

(2) disclosing, using, or allowing others to use the business secrets of the right holder obtained by the preceding method;

(3) Violating the agreement or the rights holder's requirements for keeping business secrets, disclosing, using, or allowing others to use the business secrets in his possession.

Anyone who knows or should know the actions listed in the preceding paragraph, obtains, uses, or discloses the trade secrets of others, violates the theory of trade secrets.

The trade secrets referred to in this article refer to technical information and business information that are not known to the public, can bring economic benefits to the right holders, and are practical and subject to the right holders' confidentiality measures.

The right holders mentioned in this article refer to the owners of trade secrets and the users of trade secrets with the permission of the owners of trade secrets.

The employer may sign a confidentiality agreement with the laborer, agreeing that after the labor contract is terminated or terminated, the laborer shall assume the obligation to protect relevant business secrets, intellectual property rights and restrictions on competition, and the employer shall pay monthly economic compensation. Workers who violate the agreement shall pay breach of contract damages in accordance with the agreement.

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Trade secrets are the core content of an enterprise. It is related to the competitiveness of an enterprise and is vital to the development of an enterprise. Some even directly affect the survival of an enterprise. Therefore, it is necessary to sign a confidentiality agreement with employees who will be exposed to the company's trade secrets.

I. Signed the confidentiality agreement

The confidentiality agreement keeps the business secrets of the employer, so the employer should only sign confidentiality agreements with employees who have contacted, learned, and mastered the business secrets, not ordinary employees or employees, not to mention all employees. Of course, an enterprise should also determine which people in the enterprise have trade secrets based on its own nature and situation analysis. For some ordinary employees who are not in confidential positions and technical positions, they should also be included in the scope of confidential subjects when they know the company's trade secrets intentionally or unintentionally in their work.

Objects and scope of confidentiality

1,

According to the provisions of the Labor Contract Law, except for two cases where employees violate the terms of service or violation of the restrictions on competition, the enterprise shall not agree with the employees to bear the liquidated damages. Therefore, the confidentiality agreement must not stipulate that employees should pay liquidated damages when they disclose the company's trade secrets, and can only require employees to compensate for the losses caused to the company. ^[1]