Confidentiality Agreement

It is possible for confidentiality agreements to be applied to all commercial relations. Before telling your potential business partners, 3rd party potential investors or your employees about a new original idea, product, prototype, software, invention or concept or classified information that may consist a trade secret, such as your client list, a confidentiality agreement should be signed in order to protect such private information.

Many people do not see a problem with stealing others’ ideas, or imitating their products or business models. Among these many people can be your employees, your consultants, your suppliers, and even your clients. They might get access to such information during the time you’re doing business with them. Therefore, it is essential to hold them responsible for the security of information, and penalise the breach of this responsibility. This is the purpose of confidentiality agreements. Confidentiality agreements are usually included as a clause in employment contracts, or drafted as a covenant, rather than a separate contract.

Confidentiality agreements are generally drafted as model/standard texts. Parties of the contract are referred to as “the disclosing party” and “the receiving party”.Confidential information must be defined in the contract. Any item the discloser would like to keep confidential must be explained in detail.

Information that might be confidential All kinds of information, inventions, methods, patents, utility models, industrial designs, copyrights, brands, trade secrets and other innovations regardless of whether or not legally protected, that will be disclosed to, or will be obtained in accordance to the legal relationship between parties by executives, employees and agencies of the discloser, or others who are contracted to carry out a work can be defined as “confidential information”.
Protection of classified information Aforementioned classified information must be,

  • protected in great secrecy,
  • under no circumstances disclosed to any 3rd parties and/or publicised,
  • used only in accordance to the purposes of the business by real or legal entities who are party to the contract as the receiver by natural or legal person.
Receivers also agree to be equally protective towards the discloser’s confidential information as their own, however, with the discloser’s prior written consent, they may give access to their employees or others working for them if the nature of the work conducted requires so. They must warn those who receive the information about the secrecy of the information.
Non-confidential information is information that can’t be considered as confidential for various reasons.

  • Public information,
  • Information that must be disclosed due to the legislation, court rulings, or administrative orders can be non-confidential information.
Penalties are an essential provision of confidentiality agreements. Receiver agrees to pay the Discloser a compensation if the confidential information is exposed against the contract. The sum can be determined based on the losses of the Discloser due to the breach.
A well-drafted confidentiality agreement provides an effective protection. The Receiver accepts how serious you are in regards to protecting your rights by signing this agreement. This agreement, in a way, builds the foundation of your business relationship with the. In case of a breach, this agreement also accelerates the process in a court of law.


Att. Bülent KAPTAN
Patent & Marka Attorney
http://bkaptan.com/
kaptan@bkaptan.com

 

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Bülent KAPTAN has set up his private practice as a member of Izmir Bar Association in 1991.
He was registered as Trademark and Patent Attorney to TPE (Turkish Patent Institute, not Turkish Patent and Trademark Office) in 1999. He has attended to Patent Attorneys Professional Training Programmes given by World Intellectual Property Organization as a distant education and an 8 months programme in TPE collabration with European Patent Office.

In 2002, he participated an English Translation Training for 20 months, organized by one of the M.E.B (Ministry of Education) affiliated private education institution.

He is a member of ICC Turkish National Committee and PEM Trademark and Patent Attorneys’ Assocation.

He has been writing in “Refrigeration World”, a publication of Aegean Region Refrigeration Industry and Business Association, since 2002.

He speaks English and German.

Elif Benan YAMAN graduated from Izmir University of Economics Faculty of Law in 2017. She is currently having her Masters in Law on Private Law in Izmir University of Economics. Also, she is running the ELSA, European Law Students Association as the Local Board President of İzmir and a candidate member of JCI (Junior Chamber International) İzmir.

She participated ELSA Winter Law School in Austria at Innsbruck University on Sports Law and she is currently having courses from Kadir Has University’s Sports Law and Management Programme. She participated ELSA Summer Law School in Spain, in cooperation with Barcelona University and IELPO on International Investment and Dispute Resolutions. She also participated ELSA Winter Law School Greece, at Aristotales University on Migration Law and Refugee Issues and she received certificates for her participations.

She mainly practices on Trade Law, Intellectual Property Law, Foreigners Law and Enforcement and Bankruptcy Law.

She speaks English and German.

Ece KARAN BEKTAS has her law degree from Yasar University Faculty of Law. She mainly focuses on Trade Law, Labor Law, Enforcement and Bankruptcy Law, Administrative Law and Tax Law.

After graduation, she has participated a Training on Disputes Related to Labor Law and Amicus Curiae for Labor Law Cases, received a Certificate on that. Also, she has completed her Masters of Law in Dokuz Eylul University Social Sciences Institute on Labor and Social Security Law.

She has been working at Kaptan Law Firm since 2015.

Kadir UYANIK, graduated from Eskisehir Anadolu University Faculty of Law in 2017. He is currently having his Masters in Law in Izmir University of Economics on Private Law. He practices mainly focused on Intellectual Property Law, Trade Law, Urban Transformation Law and Construction Law. He worked as Intern Lawyer in Kaptan Law Firm and he has been working as a Lawyer since 2018.


Kübra YILDIZ, has graduated from Manisa Celal Bayar University Demirci Demirci Vocatioal School on Banking and Insurance in 2015. She has been working at our firm as Administrative Assistant since 2017.