Agreement on non-disclosure of trade secrets. Features of drawing up a non-disclosure agreement for commercial secrets Clause of the non-disclosure agreement for commercial secrets
The definition of a trade secret is given in the Federal Law "On Trade Secrets" dated July 29, 2004 No. 98-FZ.
In a competitive environment, unique knowledge and technology can provide a significant advantage in the market. Such information, as a rule, is a trade secret of the organization and has value for it. The peculiarity of valuable information is that it is unknown to competitors, therefore, for effective protection, a trade secret regime must be introduced at the enterprise. To do this, it is necessary to develop a regulation on commercial secrets, strictly observe the procedure for the transfer and use of secret data, and maintain registers of information constituting a commercial secret. It is also necessary to apply the stamp "Commercial secret" on material media (flash drives, folders, etc.).
How the agreement is made
To maintain secrecy, it is necessary to conclude a non-disclosure agreement with employees.
The current legislation does not impose any specific requirements for this document. Consequently, the parties themselves can establish not only its form, but also its content.
The non-disclosure condition can be expressed as:
- consent of one of the parties not to disclose the information received;
- a separate document signed by the parties;
- section in the contract (for example, in the manufacture of equipment, the parties may provide for a clause in the agreement on confidentiality and non-disclosure of information).
Confidentiality in the contract, sample
The parties can be named differently. But the most commonly used designations are "Disclosing Party" (for the one who transmits secret information) and "Receiving Party" (for whom, to whom information is transmitted).
Who is the agreement with
For full control over the transferred information, a non-disclosure agreement must be concluded with any person to whom they are provided. Such a deal can be concluded between organizations. This is done if the confidentiality of the contract is very important for both parties.
When hiring an employee, the employing organization signs a confidentiality agreement with the employee. After signing, non-disclosure of this information will become an obligation for the employee.
Agreement on confidentiality and non-disclosure of information, sample
Confidentiality agreement with an employee, sample
Important points to be reflected in the agreement
To date, legislation has bypassed the issue legal regulation non-disclosure documents. Therefore, when drawing up, it is necessary to prescribe all the conditions in as much detail as possible.
The non-disclosure agreement must include the following:
- parties (if it is a legal entity, then its name, TIN, PSRN, address should be indicated; for an individual - full name, registration address, passport data);
- what information is considered secret and not subject to disclosure (it is necessary to describe as specifically as possible what exactly is classified);
- the procedure for transferring data (in person against a signature in paper form, in electronic form, etc.);
- liability for disclosure;
- contract time.
The term of the confidentiality agreement may be stipulated by the parties. If there is no separate indication of this, the contract does not have an expiration date.
If the cooperation is of a long-term nature, and the materials are transferred repeatedly, then it is not enough to have a signed confidentiality agreement. It is necessary to draw up an act of acceptance and transmission of classified information each time. It describes in as much detail as possible the information that is transmitted.
What are the consequences for violating
Violation of the confidentiality agreement can cause serious harm to the owner of classified information. A person who allowed the disclosure of data without the consent of their owner may be involved:
- to disciplinary liability (this clause can only be applied to employees of the company);
- civil liability (you can claim damages or pay a fine if it is specified in the non-disclosure agreement);
- administrative liability (occurs only for the disclosure of information, access to which is limited by law);
- criminal liability (this paragraph does not apply in relations between ordinary companies and citizens).
But it must be remembered that if the contract does not specify liability for the disclosure of classified information, then it will be very difficult to receive any compensation. That is why it is necessary to take a very responsible approach to the issue of protecting classified data.
Agreement on confidentiality and non-disclosure of information, sample
The form of the document "Agreement on non-disclosure of confidential information" refers to the heading "Agreement". Save a link to the document in in social networks or download it to your computer.
Appendix No. __
TO EMPLOYMENT CONTRACT No. ______ dated "____" ____________________
NON-DISCLOSURE AGREEMENT
G. __________
" ____ " ______________ G.
LLC “__________”, hereinafter referred to as the “Employer”, represented by the General Director ____________, acting on the basis of the Charter, on the one hand, and _______________________________________, hereinafter referred to as the “Employee”, on the other hand, and together referred to as the “Parties” , have entered into this Agreement as follows:
1. Subject of the agreement
1.1. In accordance with the Federal Law of July 29, 2004 No. 98-FZ “On Commercial Secrets”, a commercial secret in this Agreement means any information that has actual or potential commercial value due to its unknown to third parties, to which there is no free access legally and to maintain the confidentiality of which the owner takes all possible measures.
Such information includes:
- information about the structure of production.
- about the balance, the state of bank accounts.
- on the circulation of funds.
- on the level of income and debt obligations of the enterprise.
- about the methods of market research and sales by the enterprise.
- about domestic and foreign customers.
- about clients, consumers, buyers and partners of the enterprise.
- information about competitors that is not contained in open sources.
- on methods of calculation, structure and level of prices for the company's products.
- about the goals, objectives and features of the developed and used technologies.
1.2. A special part of a trade secret under this Agreement is:
- external and internal and any other information about clients, i.e. Full name. employees and managers, company addresses, etc. those. any information about customers, suppliers and partners of the company.
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________
1.3. A trade secret also includes any other information not specifically noted in paragraph 1 of clause 1.1. and 1.2. of this Agreement, but suitable for general definition trade secret.
1.4. Information constituting a commercial secret may be transmitted orally, in writing, in the form of photographs, in electronic (including e-mail), graphic, by telephone, and also in any other form.
Under this Agreement, the following information may not constitute a trade secret:
- which were publicly disclosed prior to the conclusion of this Agreement;
- which became publicly available during the validity of this Agreement, but without the fault of the relevant Employee.
1.5 Relations in the field of keeping commercial secrets and confidential information of the Employer are also regulated by the “Regulations on commercial secrets and confidential information”, approved by the Order of the General Director of the Company and communicated to each employee.
2. Rights and Obligations of the parties
2.1. All information constituting a trade secret of the Employer in accordance with this Agreement and which became known to the Employee as a result of work for the Employer is confidential, and the Employee undertakes not to disclose it.
2.2. The Employee undertakes to protect the information constituting the trade secret of the Employer and became known to him as a result of cooperation from any encroachment and attempts to make it public by third parties.
2.3. The employee undertakes to use the information obtained as a result of cooperation only for the purposes of this cooperation.
2.4. The employee undertakes during work and after dismissal not to use the information obtained as a result of work in the interests of competing persons.
2.5. All information constituting a commercial secret and received by the parties as a result of cooperation in the form of letters, reports, records, photographs, drawings, listings of a computer program, in material or intangible form, is the property of the Employer and is used only within the framework and on the terms of this Agreement and labor agreement entered into with the employee.
2.6. Under this Agreement, the Employee does not receive any rights to the Employer's intellectual property (trademark, invention or computer program).
2.7. At the end of cooperation, the Employee undertakes to return all the information received during the time of work in the Company in accordance with this Agreement on tangible media, as well as their copies from the moment of the first request until the moment the work book is issued.
2.8. In case of disclosure of information constituting a trade secret under this Agreement:
- the employment contract with the Employee is terminated under subparagraph c) of paragraph 6 of Article 81 (a single gross violation by the employee of labor duties - disclosure of legally protected secrets (state, commercial, official and other), which became known to the employee in connection with the performance of his labor duties);
- The employee is obliged to compensate all losses incurred as a result of such disclosure, the amount of which is determined in accordance with the law Russian Federation;
- The employee is warned that, in accordance with the legislation of the Russian Federation, the disclosure of information constituting a commercial secret may result in civil, administrative and criminal liability.
3. Duration of the Agreement
3.1. This Agreement shall enter into force upon its signing by the Parties and shall be valid for 5 (five) years.
4. Special conditions
4.1. All changes and additions to this Agreement are valid only if they are made in writing and signed by both Parties.
4.2. In the event of disputes and disagreements under this Agreement, the Parties will take all possible measures to resolve the dispute through negotiations.
In case of irresolvable contradictions between the Parties, the dispute is subject to final resolution in court in accordance with the legislation of the Russian Federation.
4.3. This agreement is drawn up on two sheets in two copies, one copy for each party. Both copies have the same legal force.
5. Addresses and details of the parties
Employer:
OOO "________",
Address: _________________________
Telephone: ________________
TIN ____________, KPP ___________,
PSRN ____________
account ___________________ in CJSC “______”,
c / s _______________ at the OPERA ________ GTU of the Bank of Russia,
BIK _________, OKPO ________, OKVD ______
Worker:
FULL NAME.: ________________________________
_______________________________________
Date and place of birth: __________________
_______________________________________
Registration address:______________________
_______________________________________
_______________________________________
Address of residence: ______________________
_______________________________________
Telephone: _______________________________
Passport _______________________________
_______________________________________
_______________________________________
_______________________________________
6. Signatures of the parties
Employer:
OOO "_______________"
CEO
____________________ / _______________/
M.P.
Worker:
___________________ /__________________/
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It is no secret that office work has a negative impact on both the physical and mental state of the employee. There are quite a lot of facts confirming both.
Agreement on non-disclosure of trade secrets. The employment contract may be terminated by the employer in case of disclosure of a legally protected secret (state, commercial, official and other), which became known to the employee in connection with the performance of his labor duties, including the disclosure of personal data of another employee.
A trade secret is a regime of confidentiality of information that allows its owner, under existing or possible circumstances, to increase income, avoid unjustified expenses, maintain a position in the market for goods, works, services, or obtain other commercial benefits. In order to preserve information that is a commercial (state, official and other) secret, an agreement is drawn up with the employee on non-disclosure of commercial secrets, see sample below.
Information that is not a trade secret
The trade secret regime cannot be established by persons exercising entrepreneurial activity, regarding the following information:
- contained in the constituent documents of a legal entity, documents confirming the fact of making entries about legal entities and individual entrepreneurs in the relevant state registers;
- contained in the documents giving the right to carry out entrepreneurial activities;
- on the composition of the property of a state or municipal unitary enterprise, public institution and on their use of funds from the respective budgets;
- about pollution environment, the state of fire safety, the sanitary-epidemiological and radiation situation, food safety and other factors that have a negative impact on ensuring the safe operation of production facilities, the safety of each citizen and the safety of the population as a whole;
- on the number, on the composition of employees, on the system of remuneration, on working conditions, including labor protection, on indicators of industrial injuries and occupational morbidity, and on the availability of vacancies;
- on employers' debts for wages and other social benefits;
- about violations of the legislation of the Russian Federation and the facts of bringing to responsibility for these violations;
- on the terms of tenders or auctions for the privatization of objects of state or municipal property;
- on the size and structure of income of non-profit organizations, on the size and composition of their property, on their expenses, on the number and wages of their employees, on the use of unpaid labor of citizens in the activities of a non-profit organization;
- on the list of persons entitled to act without a power of attorney on behalf of a legal entity;
- the mandatory disclosure of which or the inadmissibility of restricting access to which is established by other federal laws.
Protecting the confidentiality of information constituting a commercial secret within the framework of labor relations
Obligations of the employer to protect the confidentiality of information constituting a trade secret:
- familiarize, against receipt, the employee, whose access to this information, which is owned by the employer and his counterparties, is necessary for the performance by this employee of his labor duties, with a list of information constituting a commercial secret;
- familiarize the employee against the receipt of the trade secret regime established by the employer and the measures of responsibility for its violation;
- create an employee the necessary conditions to comply with the trade secret regime established by the employer.
An employee's access to information constituting a commercial secret is carried out with his consent, unless this is provided for by his labor duties.
In order to protect the confidentiality of information constituting a commercial secret, the employee is obliged to:
- comply with the trade secret regime established by the employer;
- not to disclose this information, which is owned by the employer and its contractors, and without their consent not to use this information for personal purposes during the entire period of the trade secret regime, including after the termination of the employment contract;
- compensate for the losses caused to the employer if the employee is guilty of disclosing information constituting a commercial secret and which became known to him in connection with the performance of his labor duties;
- transfer to the employer, upon termination or termination of the employment contract, material media that are in the use of the employee and contain information constituting a commercial secret.
The employer has the right to demand compensation for losses caused to him by the disclosure of information constituting a trade secret from a person who gained access to this information in connection with the performance of labor duties, but terminated labor relations with the employer, if this information is disclosed during the term of the trade secret regime.
The losses caused by the employee or the person who terminated the employment relationship with the employer are not compensated if the disclosure of information constituting a trade secret occurred as a result of the employer's failure to comply with measures to ensure the trade secret regime, actions of third parties or force majeure. 
The employment contract with the head of the organization should provide for his obligations to ensure the protection of the confidentiality of information constituting a commercial secret, the owner of which is the organization and its counterparties, and responsibility for ensuring the protection of the confidentiality of this information.
The head of the organization compensates the organization for losses caused by his guilty actions in connection with the violation of the legislation of the Russian Federation on trade secrets. In this case, losses are determined in accordance with civil law.
The employee has the right to appeal in court against the illegal establishment of a trade secret regime in relation to information to which he received access in connection with the performance of his labor duties.
Contract (agreement)
on non-disclosure of trade secrets
Moscow
"___" _____________ 20__
Hereinafter referred to as the "Employer", represented by the director ___________________, on the one hand, and __________________, hereinafter referred to as the "Employee", on the other hand, have entered into this agreement (agreement) as follows:
1. Subject of the agreement
1.1. The Employee undertakes not to disclose information constituting the trade secret of the Employer, which became known to him in connection with his work in the organization.
1.2. A commercial secret in this agreement means any information that has actual or potential commercial value due to its unknown to third parties, to which there is no free access on a legal basis, and the owner takes all possible measures to preserve the confidentiality of which.
1.3. The list of information related to trade secrets is defined in the Regulations on the protection of trade secrets of the organization.
1.4. Information constituting a commercial secret may be communicated to an employee orally, in writing, in the form of photographs, electronically, graphically, or in any other form.
1.5. Under this Agreement, the information specified in paragraphs. 1.3 and 1.4 of this agreement:
- which, prior to the conclusion of this agreement, were publicly disclosed;
- which have become publicly available during the operation of this agreement, but without the guilty participation of the relevant party.
1.6. The Employee, by signing this agreement, certifies that he is familiar with the Regulations on the protection of trade secrets of the Employer.
2. Rights and Obligations of the parties
2.1. The Employee undertakes not to disclose information constituting the trade secret of the Employer, which became known to him in connection with his work in the company, and also to protect the above information from encroachment and attempts to make it public by third parties.
2.2. The Employee undertakes to use the information obtained in the performance of his job duties only in the interests of the Employer.
2.3. The employee undertakes, after the termination of employment in the company, not to use the information received in connection with the employment in the company for the purpose of competing with another company.
2.4. All information constituting a commercial secret and received by the Employee in material (diagrams, drawings, letters, photographs, etc.) and intangible forms is the exclusive property of the Employer and is used only under the terms of this agreement.
2.5. Upon termination of the employment contract, the Employee undertakes to return all information received from the other party on tangible media, as well as their copies, within one day from the moment of the first request.
2.6. In case of disclosure of information constituting a trade secret under this agreement, the Employee is obliged to fully compensate the Employer for losses incurred as a result of such disclosure, the amount of which is determined by an independent expert commission.
The employee confirms that he has been warned that, in accordance with the legislation of the Russian Federation, the disclosure of information constituting a trade secret may entail civil, administrative and criminal liability.
3. Duration of the agreement
3.1. This agreement on non-disclosure of commercial secrets comes into force from the moment of its signing and is valid for 3 years from the date of termination of the employment contract.
4. Special conditions
4.1. All changes and additions to this agreement are valid only if they are made in writing and signed by the parties.
4.2. All disputes and disagreements under this agreement are resolved through negotiations. If it is impossible to resolve disputes in the negotiation mode, the parties have the right to apply to the judicial authorities.
4.3. This agreement is made in duplicate, one copy for each party, having the same legal force.
Signatures of the parties:
Employer
__________ (Signature stamp)
Worker
____________(signature)
A non-disclosure agreement is signed by the parties entering into commercial relations in order to maintain the confidentiality of the information transmitted by one party to the other party. The agreement provides for protection against the following risks:
a) gaining access of third parties to information
b) sale of information, incl. competitors
c) exclusion of the possibility of publishing data
As a rule, a non-disclosure agreement is signed simultaneously or before the signing of the main contract between the parties, which may be a contract for the provision of some services, a contract of sale, etc. As part of the agreement, the recipient undertakes to use the received confidential information strictly for the purpose of implementing the main contract.
The receiving party also undertakes to ensure the safety of information during the term of the contract and for three years after. At the same time, the agreement may prescribe requirements for the storage of information, both for paper documents and for electronic documents (specific hardware and software systems).
Functions and tasks of the agreement
Unfortunately, the agreement is not a 100% guarantee of non-disclosure of information by the receiving party, however, the company that discloses confidential information has the opportunity to prove the recipient's involvement in the dissemination of data and recover from him the losses incurred by the company, incl. losses associated with lost profits. Nevertheless, practice shows that it is extremely difficult to prove the guilt of the recipient of information in court. In our opinion, this type of agreement in Russia is more of an educational (preventive) character than really protects the interests of the disclosing party.
A separate type of non-disclosure agreement is an agreement on non-disclosure of personal data. The concepts of trade secret and personal data should be separated, since the protection of personal data is regulated by federal law No. 152-FZ of July 27, 2006, and the protection of trade secrets is regulated by federal law No. 98-FZ of July 29, 2004.
Name of the legal entity
, hereinafter referred to as the "Employer", represented by the Position and full name of the signatory acting on the basis of Foundation of powers, on the one hand, and
Name of the Employee, hereinafter referred to as the "Employee", acting as an individual, on the other hand,
collectively referred to as the “Parties”, and individually as the “Party”, have entered into this confidentiality agreement to the employment contract dated DD .MM .YYYY (hereinafter referred to as the “Agreement”) as follows:
1. Subject of the agreement
1.1. By entering into this Agreement, the Employee confirms his consent to receive confidential information from the Employer and assumes the obligation to maintain the confidentiality of the information received, including that which became known to the Employee in the performance of labor functions or other actions related to the performance of tasks assigned by the Employer to the Employee within the framework of labor relations.
1.2. Confidential information in this Agreement means any information that is of actual or potential value to the Employer due to its unknown to third parties, to which third parties do not have free access on a legal basis, in particular:
1.2.1. Any information about the clients and contractors of the Employer.
1.2.2. Information about negotiations conducted by the Employer with contractors.
1.2.3. Personal data of employees who have performed or are performing labor functions for the Employer.
1.2.4. Personal Information individuals with whom contracts of a civil law nature were concluded.
1.2.5. Terms, conditions and details of contracts and other agreements that the Employer has concluded or plans to conclude.
1.2.6. Information about the technical equipment and technical capabilities of the Employer;
1.2.7. Information about the property and property condition of the Employer;
1.2.8. Information about the financial performance and performance indicators of the Employer.
1.3. The list of additional confidential information may be determined by the Employer in the provision on confidential information, the contents of which the Employee must be notified before the entry into force of such a provision.
2. Duration of the agreement
2.1. This Agreement enters into force on DD .MM .YYYY and is valid for 5 (five) years from the date of termination of the employment contract.
3. Obligations of the parties
3.1. The employee is obliged:
3.1.1. Do not disclose information constituting the confidential information of the Employer, which became known to the Employee in connection with the performance of labor functions or other actions related to the performance of tasks assigned by the Employer to the Employee within the framework of labor relations.
3.1.2. Protect Confidential Information from attacks and attempts to make them public by third parties.
3.1.3. Immediately notify the Employer of information about the disclosure or the threat of disclosure of Confidential Information.
3.1.4. Do not use Confidential Information for your own benefit or the benefit of others.
3.1.5. Do not use unsecured means of communication when transmitting Confidential Information when performing work functions or on behalf of the Employer.
3.1.6. At the first request, return all material media received from the Employer within 3 (three) business days.
3.1.7. Upon termination of the employment contract, return all material media received from the Employer within 3 (three) working days.
3.2. The employer undertakes:
3.2.1. Bring to the attention of the Employee the procedure for working with confidential information.
3.2.2. Bring to the attention of the Employee a list of information in respect of which the Employer has introduced a confidentiality regime.
3.2.3. Create conditions for compliance with the confidentiality of information.
3.2.4. Provide the necessary technical means and technical solutions to comply with the confidentiality of information.
4. Procedure for the use of confidential information
4.1. The Employer acquaints the Employee with local acts establishing the regime of confidential information. When familiarizing himself with local acts, the Employee is obliged to certify that this information is known to him by signing the appropriate document.
4.2. Information constituting confidential information may be transferred to the Employee orally and in writing, including using electronic means, a graphic image or other means of fixing information.
4.3. Publicly disclosed information and information that has become publicly available without the guilty participation of the Employee cannot be considered confidential information.
5. Liability of the parties
5.1. When disclosing confidential information, the Employee undertakes to compensate for all losses incurred by the Employer, including:
5.1.1. Reimburse all expenses incurred by the Employer in creating or obtaining confidential information.
5.1.2. Reimburse all expenses incurred by the Employer to eliminate the negative consequences that the Employee created when disclosing confidential information.
5.1.3. Compensate for the Employer's lost income that the Employer would have had if his right to confidentiality of information had not been violated.
5.2. The employer has the right to unilaterally terminate the employment contract in case of disclosure of confidential information in accordance with the Labor Code of the Russian Federation.
5.3. The employee confirms that he has been warned that, in accordance with the legislation of the Russian Federation, disclosure of information constituting confidential information may entail administrative and criminal liability.
6. Irresistible force
6.1. The Parties shall be released from liability for non-performance (improper performance) of obligations under this Agreement if the non-performance (improper performance) of obligations was the result of force majeure (in particular: hostilities, fire, mass disaster) or other circumstances beyond the control of the Parties.
7. Other terms
7.1. The Parties acknowledge that in the event that any of the provisions of this Agreement becomes invalid or is declared invalid, the remaining provisions of this Agreement shall remain in force and shall be binding on the Parties.
7.2. Any agreement between the Parties that entails new rights or obligations that do not follow from this Agreement must be confirmed by the Parties in the form of additional agreements to it. All changes and additions to this Agreement are considered valid if they are made in writing and signed by the Parties.
7.3. The Parties have established that all disputes and disagreements arising between the Parties and arising from this Agreement shall be resolved through negotiations. If it is impossible to reach an agreement through negotiations within 15 (fifteen) calendar days from the receipt of a written claim, disputes are resolved in the Court in accordance with the current legislation of the Russian Federation, except for the cases provided for in paragraph 8 of this Agreement.
7.4. This Agreement is made in 2 (two) copies in Russian, one for each of the Parties.
8. Applicable law
8.1. The laws of the Russian Federation shall apply to this Agreement. If the legislation of the Russian Federation cannot guarantee the protection of the rights of the Employer due to a change in the actual place of residence of the Employee, the Employer, in accordance with Article 1211 of the Civil Code of the Russian Federation and international law, has the right to apply to this Agreement the legislation of the country in which the Employee actually resides at the time violation of the rights of the Employer or at the time of the onset of negative consequences for the Employer related to the disclosure of confidential information by the Employee.
9. Details and signatures of the parties
Employer
Name: " Full name of the employer "
Address: Legal address
OGRN: OGRN
TIN: TIN
checkpoint: checkpoint
Settlement account: Settlement account
BIC: BIC
Cor/mid: Correspondent account
On behalf of the Employer _______________ Surname and initials
Worker
"Specify the name of the Employee "
Address: Registration address
Passport: Series and passport number
Issued by: Full name of the body
Date of issue: Date of issue
TIN: TIN
SNILS: SNILS
Worker _______________ Surname and initials
A copy of this Agreement was received by the Employee: DD .MM .YYYY
Worker _______________ Surname and initials
