This type of damage can be invoked for breach of confidentiality in violation of contract theory. Such damage is usually difficult to calculate. For this reason, the parties may consider adding a liquidated damages provision by allocating a certain amount of money that is allocated to the victims in the event of a breach of contract. However, if the parties enter a damage clause that may be liquidable, it is likely that a court will cast the element of irreparable harm, since the clause itself is the most appropriate remedy, since it was previously agreed in the contract itself. A general description is an excellent strategy to keep all information secret. Sometimes the more specific you become, the more problematic it can become. If you keep the clause broad, it covers all points of the agreement. However, a specific description may be useful in the case of short-term agreements, for example. B enters a temporary independent contract between a software company and an IT consultant. When entering into a long-term agreement, a particular clause is not a good idea, as protected information will change over time. The main idea of a confidentiality clause is to ensure that everything is explained in its entirety. In addition to a confidentiality clause, an exclusion clause may be a good idea. This is important for the receiving party, as it excludes certain information from the definition of “confidential information.” This type of commitment is used when the two parties to the agreement share information with each other, i.e.
when a company hires a third-party supplier to create an online sales platform for the company, in which the vendor also provides confidential information about the software itself. The derogation from all obligations that are terminated on the termination date is when a survival clause has been included. A survival clause explicitly states which obligations will “survive” the duration of the agreement. Clauses that survive an agreement generally contain the confidentiality clause. Although a confidentiality clause may “survive” the duration of the agreement, the standard duration of a confidentiality clause is generally two to four years after the termination date. Companies that receive confidential information will be reseive to agree on an unlimited confidentiality clause. If a clause is not included in an NOA, the parties may imply that the NDA will be in effect indefinitely. A NOA without a clause is more common in an agreement where a relationship is in progress. Assuming that the NDA has a termination clause, all contractual obligations, as soon as a party terminates the termination of the contract, will expire on the termination date, unless the NDA contains a survival clause.