“With respect to confidential information, it does not matter whether an outgoing staff member has information to correspond with and recruit former clients, as long as they do so in an agile manner,” wrote Justice Andrew Goodman of the Ontario Superior Court. “Customer names, contacts, customer needs or preferences and prices that customers were willing to pay are confidential information, and the use of such information to attract former customers is “tantamount to the physical asportation of a customer list” and their use is prohibited.” In addition to these essential features, many such agreements have more technical provisions that respect the legal parameters of the treaty. For example, a clause could indicate that the confidentiality and confidentiality agreement is part of the employment contract between the employer and the worker. Some other technical provisions separate an invalid clause from an otherwise valid contract and determine the jurisdiction of contract disputes. It is also important to ensure that who can obtain confidential information in order to promote the authorized or specific objective should be determined. It is often necessary to pass on information to employees or professional consultants (or even to sources of funding, related companies or sponsors, etc.), but this should be considered on a case-by-case basis. Ideally, these recipients are identified by name, but should be identified at least by class and always on a “need to know” basis. Parties should be aware of the confidentiality obligations that must be imposed on these third parties in order to obtain confidential information. Workers may be subject to confidentiality obligations as part of their employment contracts.
There are a number of ways to manage the disclosure of professional advisors: a) they could be invited to become members of an NDA, b) they might only have to agree to keep the information confidential, or c) the parties may simply rely on service secrets imposed on them by their professional board of directors. Disclosure parties should endeavour to ensure that the recipient party assumes responsibility for breaches of confidentiality by employees, consultants, related companies and other necessary recipients, although this request may be categorically rejected by the recipient party. In the eyes of the receiving party, the ANN should: (a) address the consequences of a breach of confidentiality, which may vary depending on whether the offence was committed intentionally, negligently or without the party`s fault; (b) explicitly respect the party`s right to disclose to fair remedies by recognizing that an offence may result in irreparable damages that cannot be properly compensated for by damages; and (c) compensation for losses or damages (including third-party claims) resulting from the breach. LawDepot`s confidentiality agreement allows you to set the timing of confidentiality, non-request and non-compete clauses. However, for your document to be enforceable, the timelines and impact of the clauses on the parties involved must be fair and reasonable. Goodman J.A. stated that the non-invitation and confidentiality clauses contained in the employment contract were reasonable and unambiguous and did not remain “in Harriman`s right or ability to live or business as an insurance broker or generally for sale.” “Furthermore, the evidence put forward by Stress-Crete, including [Harriman`s] emails and other statements, clearly and objectively demonstrates the intention to recruit business,” he said. “The use of confidential information to facilitate the invitation is itself an offence.” Whenever confidential information needs to be exchanged between two parties, it is a good idea to use a confidentiality or confidentiality agreement.