Contract Law

Non-disclosure agreements


Most companies have valuable information that their competitors do not have access to, such as information about a process, method, technique, etc. Such information may be protected by various methods. One of them is keeping the information as a trade secret. Detailed information on trade secrets is available in the Trade Secret Confidentiality Agreement and Related Trade Secret Protection Measures and the Law on the Protection of Trade Secrets.

However, there is also other information that is not a trade secret but needs to be kept confidential.This is most often the case when disclosure of confidential information is required for the implementation of a project. In most cases, only one party provides the other with confidential information. However, there are also cases where both parties disclose confidential information about each other. In such cases, most often in practice, as a formal means of protecting the confidential information, a unilateral or bilateral agreement for non-disclosure of confidential information or a so-called confidentiality agreement is concluded. Non-disclosure agreements are contracts that establish confidentiality obligations between parties involved in the exchange of confidential information.

Confidentiality/ Non-disclosure agreement (NDA)

A non-disclosure agreement (NDA), which is also commonly referred to as a confidentiality agreement is a legal contract between two parties that creates a confidential relationship between the parties in order to protect any type of confidential information. The parties agree not to disclose the confidential information as specified in the agreement to third parties. Entering into a confidentiality agreement is preferred by the parties because confidentiality is an extremely important issue in order for the parties to safely exchange confidential information and ensuring that such information will not be disclosed. Confidentiality clauses can also be included in different types of agreements (such as in employment agreements) but it is advisable this relationship to be regulated by a separate confidentiality agreement.

What are the clauses of the Non-disclosure agreement?

  • Identification of the parties (disclosing and receiving party);
  • The purpose of disclosure of the confidential information;
  • A detailed description of what is confidential information: – definition of confidential information; – measures taken to keep the confidential information confidential by the disclosing party; – persons having the right to access and use the confidential information.
  • Acquisition, use, and disclosure of confidential information: – lawful acquisition, use, and disclosure of confidential information; – unlawful acquisition, use, and disclosure of confidential information.
  • Rights and obligations of the parties: – non-disclosure and non-use obligations; – no rights or licenses granted; – standard of care; – notification of disclosure; – no publication; – return of confidential information.
  • Compensation for non-compliance with the NDA.
  • Remedies.
  • Miscellaneous: – the time period of the confidentiality and the term the agreement; – survival clause; – no waiver; – no relationship created; – no commitment; – governing law; – amendments in writing; – communications; – entire agreement.

Parties are strongly advised to contact and seek the assistance of an intellectual property attorney with experience in this area, who will draft the non-disclosure agreement. The intellectual property specialist in Bulgaria Krasimira Kadieva will gladly assist you with the negotiation and drafting of the confidentiality agreement due to the fact that she has a success in her practice negotiated and drafted such kind of agreements.



Legal Disclaimer: This material prepared by Krasimira Kadieva aims to provide information about trade secrets and non-disclosure agreements. It does not constitute a legal opinion and cannot be interpreted as individual consultation on any concrete facts or circumstances. The advice of an intellectual property specialist should be obtained for specific questions and situations. For more information on the above-mentioned issues and individual consultations, please contact Krasimira Kadieva at 00359 882 308 670 or make an inquiry using the contact form of this website. Krasimira Kadieva is a Bulgarian and European trademark and design attorney. She can assist in negotiating and drafting of confidentiality agreements.

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