WHAT IS A NON-DISCLOSURE AGREEMENT?

The Non-Disclosure Agreement is the contract between the two parties. Both the parties or parties agree not to disclose certain facts either in the public domain or beyond the parties to the contract.

The Non- Disclosure Agreement is for the protection of confidential information such as trade secrets, databases, intellectual property, KYC of Clients, Confidential information with regard to national security, or any confidential information which is related to the public interest at large. Therefore, the parties enter into such kind of Agreement in order to protect the interest of both the parties, by keeping the secrecy of certain particulars due to which the disclosure of the same beyond the parties may act against the interest of either of the parties or may at the public at large. 

NON- DISCLOSURE AGREEMENT UNDER INDIAN LAW:

A non-Disclosure Agreement is governed under the Indian Contract Act, and disclosing any information protected under the Agreement will amount to a breach of contract. Therefore, either of the parties can file the civil suit at any appropriate jurisdiction in order to claim the damages accrued from such breach of the Agreement. The parties either can enter vide Non- Disclosure agreement or the parties and enforce the non-disclosure clause in the General Agreement. The objective of a non-disclosure clause or non-disclosure agreement is to protect the confidential information of the parties either in business, many a time it is also required to protect the interest of the investors who want to invest in any new project of business and moreover if that investor belongs to the Foreign Country.

NON- DISCLOSURE AGREEMENT- PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

Non- Disclosure agreement plays a vital role in protecting the party's intellectual property; under a Non-disclosure agreement, either the party shares their intellectual property like their artistic work, any innovation or any design, or trade secret. That party does not want the same to be disclosed beyond the parties to the contract or at the public domain for a particular time. Then vide Non- Disclosure Agreement the party can protect the secrecy of the work between the parties. 

CASE LAWS:

THE INFORMATION IN THE PUBLIC DOMAIN- CANNOT COME UNDER THE AMBIT OF NDA

The Hon'ble Delhi High Court in the matter of American Express Bank Ltd. vs. Ms. Priya Puri has held that the material already available in a public domain will not come under the ambit of a Non-Disclosure agreement, nor the parties will be liable for the breach of confidentiality.

While dismissing the injunction petition of the plaintiff, the court held that regarding the trade secrets and confidential information, it was contended that it is in the public domain. It is not such a trade secret or confidential information as has been sought to be made by the plaintiff. It was categorically asserted that customers' names, phone numbers, and addresses are well known and can easily be ascertained by anybody and everybody.

Such information cannot be characterized as trade secrets or confidential information. In any case, it was contended that the defendant had built relationships with all her clients, the bank does not have any proprietary rights on these relationships, and the clients are not bound by any arrangement of exclusivity with the plaintiff bank.

The plaintiff has not produced anything that would show that they have done something with the material available in the public domain to claim exclusive rights in that.

Hence, it is very well derived that no person has an exclusive confidential right over any information either in the public domain or can be gathered vide any public domain.