8. Previous inventions. It goes without saying that all inventions, whether they exist, patented or not, and creative works, whether registered or not, which I made before consulting the company, are excluded from the scope of this agreement. To avoid uncertainty, I have submitted to Appendix B a complete list of all my inventions and creative works, including the numbers of all patents and patent applications, as well as a brief description of all unpatented inventions and unregistered copyrights that are not owned by a former employer. I represent and I promised that the list is complete and that, if there are no points on the list, I have no such inventions or creative works. I agree to inform the company in writing before making disclosures or performing work on behalf of the company that threatens or may run into property rights that I claim in the event of claims of inventions, ideas or creators. In the event of non-disclosure, I agree that I will not make any claims against the company regarding such inventions, ideas or creative works. It can be used either when a single party discloses confidential information (a “single-use” disclosure) or when both parties deiving confidential information (a “two-way” disclosure). Your relationship with the receiving party is usually defined by the agreement you sign. For example, an employment, licensing or investment agreement. For a stranger, it may seem like you have a different relationship, for example.
B a partnership or joint venture. It is possible that an unscrupulous company will try to take advantage of this appearance and make a third-party deal. In other words, the receiving party can claim to be your partner to gain an advantage from a distributor or a sub-licensed. In order to avoid liability for such a situation, most agreements contain a provision such as this, which excludes any provision other than that defined in the agreement. We recommend that you include such a provision and ensure that it is adapted to the agreement. If you use it z.B in an employment contract, remove the reference to employees. If you use it in a partnership agreement, you insert the reference to partners, etc. The simplest provision is generally appropriate when an NOA is admitted with an individual such as an independent contractor. Use the most detailed if your secrets can be used by more than one person within a company. The detailed provision stipulates that the recipient party must restrict access to persons within the company who are also bound by this agreement.
Read on to see examples of common (and necessary) clauses in confidentiality agreements. PandaTip: The specific language of this clause is important because it reflects the language used by the courts to set a precedent for the applicability of a confidentiality agreement like this. If the two parties reveal secrets, you should amend the agreement to make it a reciprocal (or “bilateral”) confidentiality agreement. To do this, replace the next paragraph with the first paragraph of the agreement. As a general rule, the parties agree on the date of the end of the agreement (known as the “termination clause”). For example, the confidentiality agreement could be terminated if: non-solicitation commission (also known as a “derivation provision”) an agreement limiting an ex-employee`s ability to recruit clients or employees of the former employer.