Non-Disclosure Agreement (NDA)
Trade secrets are of significant importance to their owners, particularly business operators and merchants. A non-disclosure agreement concerning trade secrets primarily serves to prevent the disclosure of confidential business information. Secondly, its execution facilitates the injured party’s ability to prove the existence of a confidentiality obligation and, by stipulating contractual enforcement mechanisms such as liquidated damages, provides more effective assurance of compensation for losses. For these reasons, the NDA has attained a distinct and important position and may be regarded as the most important preventive and contractual instrument for protecting trade secrets. Nevertheless, the extent to which such an agreement can serve as an effective protective tool for holders of trade secrets remains a concern for business owners.
Essential and Core Provisions of an NDA
The importance of confidential information and trade secrets is no longer hidden in today’s business environment, to the extent that such information can be considered a form of wealth. A Non-Disclosure Agreement, commonly referred to as an NDA, is a type of contract concluded between two natural or legal persons for the purpose of agreeing on the preservation of confidentiality with respect to information, data, and knowledge related to a professional or business field. During the performance of work, one or both parties may be willing, required, or compelled to share such information to advance their business objectives.
This agreement minimizes the risk of disclosure and loss of business information and, in the event of a breach, enables the injured party to pursue legal action against the violating party.
Today, NDAs are widely used in business practice, employed both in project outsourcing and in personnel recruitment. However, this widespread use has also created disadvantages for businesses.
In many cases, individuals overlook the true importance of such agreements and, as a result, inadvertently expose their businesses to substantial losses. An inadequately drafted non-disclosure agreement is not only ineffective but may also create unintended legal liabilities for you, your company, or your organization.
Types of Non-Disclosure Agreements
Non-disclosure agreements generally fall into two categories: unilateral and bilateral. The classification depends on the nature of the obligations imposed on the parties.
Where the obligation of confidentiality and the contractual remedies for breach are imposed solely on the recipient of the information, the agreement is considered a unilateral NDA. Conversely, where such obligations are stipulated for both parties, the confidentiality and non-disclosure agreement is deemed to be bilateral.
Advantages of an NDA
- Preservation of confidentiality before, during, and after the performance of work.
- Protection of confidential information against disclosure to third parties.
- Safeguarding confidential information against business competitors, even in cases where the parties no longer cooperate.
- Protection of the rights of inventors and similar proprietary interests.
Fundamental Principles of NDA Drafting
The preparation of a standard and effective confidentiality agreement requires adherence to several essential principles:
- Identification of the contracting parties: Clearly determining which party is the disclosing party and which is the recipient of the information is critical. Failure to do so may result in an unintended shift in the allocation of obligations between the parties.
- Definition of confidential information: The precise identification and description of confidential information covered by the agreement is a fundamental requirement. It should be noted that legal protection is not afforded merely to an idea itself, but rather to the specific manner in which the idea is expressed. For example, companies such as Snapp or Tapsi cannot bring a claim solely against a person who intends to establish an online taxi service. The right to bring a claim arises only if that person has copied the entire software or system from an existing platform.
- Clear determination of obligations and enforcement mechanisms: The parties’ duties must be defined precisely, and reliable contractual remedies must be specified for breach.
- Extension of confidentiality obligations: The recipient of the information must require all individuals who, in any manner, become aware of the confidential information to enter into non-disclosure agreements.
- Inclusion of a non-competition clause: Incorporating a non-competition obligation is a crucial principle. By observing this requirement, the recipient of confidential information is prohibited from cooperating with competing businesses or establishing a similar business during the term of the agreement and, where specified, for a defined period after its termination. Furthermore, the recipient is prohibited from inducing your partners or associates to discontinue their cooperation with you.
Frequently Asked Questions Regarding Non-Disclosure Agreements (NDA)
Yes. Pursuant to Article 28 of the Constitution, every individual has the right to choose an occupation, provided that it is not contrary to Islamic principles, the rights of others, or public interests. However, this right is subject to certain exceptions under the Civil Code.
According to Article 1117 of the Civil Code, if a woman’s occupation is deemed contrary to family interests or the dignity of the husband or the wife, the husband may request the prevention of her employment. The determination of such matters falls within the jurisdiction of the court.
No. If the woman’s employment has been expressly stipulated in the marriage contract or in another binding agreement, the husband may not prevent her from working unless the court determines that such employment is contrary to family interests.
Yes. The law also grants this right to women. If the husband’s occupation is contrary to family interests, the wife may apply to the court to request the prevention of her husband’s employment.
The court determines the outcome, taking into account factors such as living conditions, social status, economic circumstances, and the spouses' religious and cultural backgrounds.
No. The husband must file a claim with the court and, following the issuance of a judicial ruling, present it to the wife’s workplace. A mere claim by the husband is not sufficient to prevent the wife’s employment. Does a woman have the legal right to employment?
Under what circumstances may a husband prevent his wife from working?
If the right to employment is stipulated in the marriage contract, may the husband still prevent the wife from working?
May a woman also prevent her husband from working?
What is the criterion for determining occupations contrary to family interests?
May a husband prevent his wife from working without referring to the court?
