Head of practice
Attorney. Specialist in commercial and labor law. Over 16 years of experience in legal support of businesses - debt recovery, contract enforcement, recovery of damages, commercial property and lease disputes.
Development of NDA (Non-Disclosure Agreement)
What is a non-disclosure agreement?
Non-disclosure agreements are increasingly appearing in the business sphere in our country. There is no clear definition of this agreement in the current legislation, however, there is a mention of the existence of such a legal structure in the Commercial Code of Ukraine. In particular, in accordance with Part 2 of Article 302 of the Civil Code of Ukraine, the parties may conclude a separate agreement on the protection of confidential information (hereinafter referred to as the NDA).

Based on the specifics of this agreement, it is worth noting the following:
- the agreement is concluded between two or more counterparties in order to avoid the disclosure of information that constitutes commercial information;
- this agreement prohibits the counterparty that has been denied confidential information from disclosing it, and obliges it to take all appropriate measures to protect it from third parties;
- NDA, in addition to the above, provides for the obligation of the party, in the event of its termination, to return the media of confidential information that were available to it at the time of the existence of the legal relationship and the validity of the agreement, or to destroy them.
The contract must be concluded in writing. The need for its conclusion today exists for business entities (in particular in the field of IT, production) and employers. However, the general recommendation of the lawyer “Prikhodko & Partners” is to conclude such contracts at any enterprise to protect important business data and protect itself from possible encroachments.
Types of non-disclosure agreements (NDA)
Conditionally, NDAs can be divided according to the following classification criteria:
- by the ratio of the obligation of non-disclosure between the parties to the agreement - unilateral (one person is obliged to keep the other's information secret from third parties) and mutual (both parties have a common obligation to protect commercial information, determined by the terms of the agreement;
- by the form of conclusion - in the form of an additional agreement to the main agreement (for example, to an agreement for the provision of legal services) or a separate agreement.
Essential conditions for NDA
The agreement has a number of features related to the definition of its essential conditions. As can be understood from the above, in this agreement it is necessary to:
- determine the parties (subjects) of the relevant NDA (the person who owns the information; the person who is granted access to the relevant commercial information);
- determine the subject of the agreement - that information that should be classified as confidential information (in accordance with the provisions of Article 21 of the Law of Ukraine “On Information”, this is information owned by individual individuals, legal entities, which is distributed only at their request);
- clearly define the rights of NDA counterparties (in particular, regarding the regime of access to information);
- provide for the final term of the agreement (especially if it concerns its non-disclosure after termination of the agreement);
- liability for improper fulfillment of the terms of the non-disclosure agreement or their malicious violation.
It is worth noting that, given the specifics of the subject matter of the NDA, it protects the rights to trade secrets as an object of intellectual property. Therefore, for a better understanding of the essence of these agreements and the specifics of protecting the relevant information, we recommend that you seek additional advice from the lawyers of the Law Firm "Prikhodko & Partners", who specialize in the protection of intellectual property.
Legal support for drafting a non-disclosure agreement
It is very important today to turn to professional lawyers for drafting contracts, which is important for certainty in compliance with the law, avoiding legal risks. Thus, legal support for drafting a contract from Prikhodko & Partners Law Firm provides for receiving:
- first, legal advice with an analysis of the client's request, orientation in the mandatory rules for concluding a contract;
- second, direct writing of a draft NDA with the definition of the parties, their rights, and obligations, provisions on confidential information, its validity period, sanctions for violation of the terms, etc.;
- third, legal analysis and verification of compliance with the legislation of an existing non-disclosure agreement with the final optimization of the new version of the agreement.
Conclusions. A non-disclosure agreement (NDA) is an agreement between two or more parties to protect confidential information. An NDA is an important tool for protecting intellectual property and trade secrets, helping to maintain the competitiveness of a business. The development and analysis of non-disclosure agreements requires professional legal support to ensure their compliance with legislation and the effectiveness of protecting confidential information.
Contact the lawyers of the company “Prikhodko and Partners” to develop and analyze contracts to ensure their legal literacy and effectiveness. To receive a specialist consultation – fill out the form below.
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