If presented with a unilateral NDA, some parties may insist on a bilateral NDA, even if they expect only one of the parties to disclose information under the NDA. This approach is intended to encourage the author to make the provisions of the NDA « fairer and more balanced » by introducing the possibility that a receiving party may later become a public party or vice versa, which is not a completely unusual event. Depending on the circumstances, a confidentiality agreement may involve reciprocal or unilateral obligations. Unilateral commitments are appropriate when only one party discloses information, for example. B where a disclosed party shares confidential information about the development of a new product and the receiving party, a potential investor, provides only publicly available information, such as interest rates and its experience in the sector. In this case, only one party (the inventor) discloses confidential information and only one party (the potential financier) is limited by the agreement not to disclose confidential information to third parties. Confidentiality obligations are generally not intended to end the relationship. On the contrary, most interested parties want confidentiality obligations to apply at least as long as the information remains confidential. In reality, it could be as short as a few months or as long as unlimited.

The receiving party would prefer that the time limit be as short as necessary for the obligations under the agreement to be fulfilled as soon as possible. Since the parties may have very different views on the duration of commitments, it is always good to explicitly set the duration of the prohibition in the confidentiality agreement. Notice. The mechanism by which each party notifies the other party, for example. B when the contract is terminated or when a court-ordered disclosure is imminent. A confidentiality agreement can protect any type of information that is not known to everyone. However, confidentiality agreements may also contain clauses protecting the person receiving the information, so that if they have lawfully obtained the information through other sources, they would not be required to keep the information secret. [5] In other words, the confidentiality agreement generally requires that the party receiving information remain confidential when that information has been provided directly by the disclosed party. However, sometimes it is easier to get a receiving party to sign a simple agreement, which is shorter, less complex, and does not contain security rules to protect the recipient. [Citation required] The true « confidential status » of the information in question. An agreement that prevents a receiving party from disclosing confidential information is applicable only if the information to be protected is effectively confidential. If a disclosing party is unable to demonstrate that the information it wishes to protect is confidential or that the information is unique or exceptional, a jurisdiction will not enforce the confidentiality agreement.

Therefore, where an agreement is challenged and ultimately found to be unenforceable, such a finding may have repercussions on confidentiality agreements other than the party who signed with other parties (employment contracts, supply contracts, consulting agreements) and may open the door to other disputes that challenge those agreements. . . .