The Italian legal system also protects the company`s information and prohibits the disclosure of information about the company and its use, even if it is not secret information, provided that it constitutes useful knowledge for competitors (Art. 2105 of the Civil Code) The article defines “trade secrets” as knowledge for which the entrepreneur has taken precautions, so that they do not spread. These are also taken into account in the articles. 98-99 of the Law on Intellectual Property also make it possible to meet the third party user of the secret, and therefore not only the subject who communicated it are punishable, as provided for in the articles. 622 and 623 of the Criminal Code. Edited by Tamara Natilla — Let`s take an example: in an NDA with a Chinese counterpart, it is often counterproductive to opt for the application of Italian jurisdiction and Italian law, because in case of non-compliance, it is usually necessary to act quickly in China (also urgently) and not with an Italian judge. In this case, it is advisable to prepare the NDA with a bilingual English/Chinese text and to provide for arbitration in China using Chinese law. NDA literally stands for non-disclosure agreement. It is an act between individuals by which one of the parties assures the other that it will not disclose to anyone certain confidential information concerning it that concerns it and of which it has had knowledge in any form whatsoever on the basis of a professional relationship, a project, a specific “purpose” between the parties concerned.
This is a type of agreement that is much “cited” in the startup world and is considered by many to be the “idea protection” system, when you talk to investors, you are dealing with an industrial or business partner. In practice, it is little used in the startup space, in fact, an investor rarely agrees to sign an NDA. We will see why, but first for the benefit of companies that go beyond the status of startups, let`s better illustrate the theory on this subject: what is the NDA or the confidentiality agreement, the features, the opportunities for use, the information it protects, for whom it is useful, the consequences for those who violate it, the reference legislation and some examples. Below is our sample confidentiality agreement. This model document, which can be adapted if necessary, is only a written proposal between the parties. We think this is enough for the normal working relationships we build, but sometimes we have to adjust certain aspects. In the early stages of information exchange, we often suggest sharing and signing a model confidentiality agreement or even such an agreement between the parties to the non-disclosure (often referred to as a non-disclosure agreement and abridged non-disclosure agreement). In this article, we would like to share with you a facsimile of what is used in our web agency Obviously to protect your ideas and sensitive information, but also to build a relationship of trust between the parties, which is fundamental for a calm and lasting working relationship. As a web agency, we are often the first to offer our clients the signing of an agreement just to make our clients feel calm and protected. It often happens that the NDA model is proposed by the foreign counterpart and either in English or in a bilingual language (e.B. English and Chinese). Remember that when we talk about “intangible assets” of a company, we are not only referring to trademarks and patents, but also, for example, confidential information, which includes, among other things, lists of acquired or potential customers, business contacts in various functions and ideas, sales/revenue data, plans to develop new services or products.
and development plans and strategies. In order to protect against the risk of disclosure of confidential information, it is necessary to create specific contracts that set limits on the use and disclosure of the assets of commercial companies and, more generally, on the disclosure of information such as the above. To ensure that a company protects itself while being able to establish business relationships in the United States, it is customary in the United States to prepare and sign “non-disclosure agreements” or NDAs, also called “secret letters” in Italian law. Under U.S. law, these agreements consist of a contract between two or more parties in which the object of the agreement is the promise not to disclose the information received. Our contract is available in Italian and English, so it can also be used with foreign subjects and partners. The NDA is called in Italian in several ways: non-disclosure agreement, confidentiality agreement or pact, confidentiality agreement or non-disclosure agreement. “The mechanisms of the ecosystem at the financial level are based on the exchange of information, which serves to coagulate the interest, consensus and money of investors for a project; and in a context of a few players with little money like that of Italy, it is necessary to create a system to get startups off the ground by removing all restrictions on the circulation of ideas, as can be an NDA. However, what does not work in Italy, professionals do not sign them and if they have signed, it should be a wake-up call for the entrepreneur, because an investor who disqualifies him himself also turns out to be an amateur for the dam.” Summary – This is a confidentiality agreement commonly used in international trade in which the parties undertake to keep confidential or sensitive information exchanged during negotiations. The standard contract is certainly standard, but for its validity and effectiveness, it is essential that the content is adapted to the specific case, such as. B, the clause of the applicable law, the competent court or arbitration, the penalty clauses, the duration, the language of the contract.
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