A good NOA is a clear confirmation of confidentiality obligations without unexpected or incriminating clauses that can be agreed as quickly as possible. In most cases, this is not the best time to adapt each clause to your scenario – avoid the models that require it. It only delays the possible agreement and only slightly improves (if ever) your legal position. Employers use confidentiality agreements to optimize their business by freely sharing information with their employees, while protecting that data from disclosure to competitors. Examples of confidential business information include strategic plans, processes, marketing strategies, customer lists, knowledge, technologies and proprietary relationships. If you recognize an unusual or inappropriate clause like the one above, you can use it as a good reason to suggest launching another model completely. In other words, you will only accept a single NOA that deals with confidentiality and not an unusual or inappropriate obligation. It is much quicker and easier to start from another model than to get your lawyer to design custom amendments that the other party`s lawyer will then have to check (and will probably find a problem with it). Unauthorized disclosure or use by agents. Where the party disclosing losses or responsibilities resulting from the disclosure or use of confidential information by one or more representatives of the recipient who are not authorized in this agreement, that disclosure or use is considered by the recipient to be established to determine whether the recipient has breached any of its obligations under this agreement. There are a number of potential benefits to be compensated as compensation to the advertiser, such as.B not necessarily necessary to reduce losses and delays in asserting a right. However, the absence of compensation does not limit the ability of a public to seek damages (albeit with the need to mitigate losses) or to resort to other remedies, such as termination remedies. This is of course provided that the NDA is formulated correctly! While I accept that other transactions may well justify a custom NOA, these agreements are essentially all very similar and should be relatively simple.