International Non-Disclosure Agreements: Law and Practice

Glossary of Key Terms

• Non-Disclosure Agreement (NDA): A legally binding contract that establishes a confidential relationship between two or more parties to protect sensitive information from unauthorized disclosure. Also known as Confidentiality Agreement (CA), Confidential Disclosure Agreement (CDA), Proprietary Information Agreement (PIA), or Secrecy Agreement (SA).
• Proprietary Information: Confidential information that a company or individual owns and has the right to protect, such as trade secrets, intellectual property, and business strategies.
• Trade Secret: A formula, practice, design, instrument, or compilation of information used in business that provides an advantage over competitors who do not know or use it.
• Intellectual Property (IP): Creations of the mind, such as inventions; literary and artistic works; designs; and symbols, names, and images used in commerce. Protected by law through patents, copyrights, and trademarks.
• Unilateral NDA (One-Way NDA): An NDA where only one party discloses confidential information, and the other party is obligated to maintain its confidentiality.
• Bilateral NDA (Mutual NDA): An NDA where both parties anticipate disclosing confidential information to each other and both are obligated to maintain the confidentiality of the information they receive.
• Multilateral NDA: An NDA involving three or more parties where at least one party discloses information to the others, and all recipients are obligated to protect its confidentiality.
• Governing Law: The body of law of a specific jurisdiction that will be applied to interpret and enforce a contract or resolve a dispute.
• Dispute Resolution: The process of resolving conflicts or disagreements, which can include litigation in court, arbitration, or mediation.
• Jurisdiction: The authority of a court or other legal body to hear and decide a case. It can refer to geographical area or the types of cases a court is authorized to handle.
• International Arbitration: A method of dispute resolution where an independent neutral third party (arbitrator or panel) hears evidence and renders a binding decision (award) that can be enforced internationally, particularly under the New York Arbitration Convention.
• New York Arbitration Convention (Convention on the Recognition and Enforcement of Foreign Arbitral Awards): An international treaty that provides a framework for the recognition and enforcement of foreign arbitral awards in signatory countries.
• Injunctive Relief: A court order requiring a party to do or cease doing a specific action, often sought in NDA breaches to prevent further unauthorized disclosure of confidential information.
• Liquidated Damages: A predetermined amount of money agreed upon by the parties to a contract that will be paid by one party to the other in the event of a breach.
• Due Diligence: The process of investigation into a business or person prior to signing a contract or proceeding with a transaction.
• Choice of Law: A clause in a contract that specifies which jurisdiction's laws will govern the agreement.
• Forum Selection Clause: A clause in a contract that specifies the particular court or jurisdiction where any disputes arising under the contract will be litigated.
• Enforcement: The process of compelling a party to comply with a legal obligation, such as a court judgment or an arbitral award.
• Confidential Relationship: A relationship in which one party is entrusted with sensitive information and has a legal and ethical duty to protect it.