What are the terms and procedures required for a well established non disclosure agreement?

The connotation and extension of confidential information. How is confidential information constituted in a non-disclosure agreement? Is it all and all information obtained from the disclosing party before and after the conclusion of the agreement?

Is it written, oral, or electronic? Or is it something else? When providing information, the recipient of the information will generally require the disclosing party to mark the information as "confidential" to constitute confidential information, so as to increase the obligation of the disclosing party and reduce the scope of information that may be claimed to be confidential; In addition, the recipient of the information will generally require that the oral information be non-written and not claim to be confidential; These requests are usually opposed by the disclosing party.

Note: If the disclosing party discloses confidential information in litigation, it needs to ensure that the information protected by "client-attorney privilege" does not forfeit its privilege by disclosing it. <>

Generally speaking, the disclosing party often requires the consent of the financier of the information recipient before obtaining its consent, but the information recipient often restricts it by distinguishing between debt financing and equity financing. What are the ways to avoid the leakage of confidential information? Does the disclosing party require the signing of a "back-to-back" confidentiality agreement or commitment, or does it require that the recipient of the information can be held accountable directly in the "back-to-back" agreement?

To what extent is the recipient liable if confidential information is leaked? Whether to be responsible for the leak caused by all the disclosing personnel of the information recipient, or only for the leakage caused by the senior management of the information recipient disclosed to a third party, or only for the leakage caused by the fault of the information recipient, is the focus of the negotiation in the negotiation. For example, in the course of communicating a confidentiality agreement, the disclosing party will often hold the recipient of the information liable for any breach of confidential information caused by its employees, consultants, banks, etc.

The confidentiality agreement shall have the following mandatory clauses:

1. The employee and the employer shall agree on the ownership of trade secrets and the content of trade secret protection. With regard to the content and scope of confidentiality, China's laws do not specify what content and form are considered trade secrets, which generally include technical information and business information, which are subdivided into many names. Enterprises can use the secret list to clarify the scope and specific content of employee confidentiality, so as to avoid disagreements on whether it is a trade secret and whether it should be kept confidential.

2. The validity period of confidentiality should be agreed. This is because the period of confidentiality often exceeds the duration of the employment relationship and extends to a period of time after the employee leaves the company, especially after the termination of the employment contract.

3. Confidentiality measures should be agreed, such as non-competition and the employer has the right to unilaterally decide to transfer the employee's job 6 months before the termination of the labor relationship.

4. The price of keeping trade secrets (i.e., confidential treatment and economic compensation) should be agreed.

5. The obligation and responsibility of confidentiality, as well as the liability and compensation clause for breach of confidentiality shall be agreed.

1. Is the non-compete restriction effective for all employees?

The non-compete restriction is not effective for all employees, and the non-compete restriction is limited to the senior management personnel, senior technical personnel and other personnel who are obliged to maintain confidentiality.

Labor Contract Law of the People's Republic of China

Article 23 [Confidentiality Obligations and Non-Competition Restrictions] The employer and the employee may agree in the labor contract to keep the employer's trade secrets and confidential matters related to intellectual property rights.

For employees who are obliged to maintain confidentiality, the employer may stipulate a non-compete clause with the employee in the employment contract or confidentiality agreement, and stipulate that after the termination or termination of the labor contract, the employee will be compensated monthly during the non-compete period. If the employee violates the non-compete agreement, he shall pay liquidated damages to the employer in accordance with the agreement.

Article 24: [Scope and Duration of Non-Competition] The persons subject to non-competition restrictions are limited to the employer's senior management personnel, senior technical personnel, and other personnel who have confidentiality obligations. The scope, region, and duration of the non-compete restriction shall be agreed upon by the employer and the employee, and the agreement on the non-compete restriction shall not violate the provisions of laws and regulations.

After the dissolution or termination of the labor contract, the period of non-competition for the personnel provided for in the preceding paragraph to go to another employer that has a competitive relationship with the unit that produces or sells the same kind of products or engages in the same kind of business, or starts their own business to produce or operate the same kind of products or engage in the same kind of business, shall not exceed two years.

The confidentiality agreement shall contain the following provisions: ownership of trade secrets; content that protects trade secrets; Basic information of the employer and the employee; the duration of confidentiality; confidentiality measures; Liability and indemnity clauses for breach of confidentiality; the cost of keeping trade secrets; methods of dispute resolution; Other.

[Legal basis].Article 470 of the Civil Code of the People's Republic of China.

The content of the contract is agreed upon by the parties and generally includes the following clauses:

1) The names and addresses of the parties;

b) the subject matter; iii) quantity;

iv) Quality; 5) Price or remuneration;

6) the period, place and method of performance;

7) Liability for breach of contract;

8) Methods of Dispute Resolution.

The parties may conclude a contract with reference to the model texts of various types of contracts.