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Are there points to note when drafting a non-disclosure agreement?

Recently, our company developed its own proprietary technology and is actively using it in our business. To prevent leakage of the technology, we are trying to draw up non-disclosure agreements with our internal employees. Because our company is not large and does not have a separate legal team, we are at a loss as to what to refer to. What should we be careful about when drafting a non-disclosure agreement?

non-disclosure agreement

Answer to Related Inquiry

Author: 김국일

When drafting a non-disclosure agreement,

▶ the purpose of maintaining confidentiality

▶ the name and scope of the confidential information

▶ the clause concerning the confidentiality obligation

▶ the content concerning damages

▶ the scope of the materials that are the subject of confidentiality

must be stated as essential items.

After that, once a contract clearly stating these items is drawn up and both parties' signatures are added, it takes legal effect.

Here, a 'secret' is not limited simply to a particular technology, and information useful to business activities may also be included.

Legally, a "secret" means a production method, sales method, or the like that is not publicly known, has independent economic value, and is maintained as a secret through considerable effort.

In addition, any technical or managerial information useful to business activities may also fall under a secret.

If you have concluded a contract containing a confidentiality clause on such trade secrets, you must thereafter not disclose or use the trade secrets.

If you violate this, you may be subject to criminal punishment under the Unfair Competition Prevention and Trade Secret Protection Act.

In addition, if it is recognized, according to the content of the non-disclosure agreement, that business interests were infringed, damages must be paid for this

Therefore, if a careful legal review of a non-disclosure agreement is needed, we recommend seeking advice from an attorney with relevant expertise.