چکیده:
Nowadays, information is one of the main pillars of any economic activity, to the extent that it gives it financial value and, based on legal conditions, makes it eligible for the title of "property." However, the lack of tangible embodiment of information as an asset on one hand, and the inclusion of specific legal protections for certain forms of information that have taken a tangible form on the other hand, has compelled business practitioners to strive to protect this information by relying on general legal rules and contractual obligations, alongside the protections existing in domestic laws and international conventions. Among these solutions is the conclusion of non-disclosure agreements, the general aspects of which are examined in this article. After examining the nature, content, and enforcement of breaches of obligations contained in these agreements, this article concludes that despite the acceptance of the general principle of autonomy of will in Iranian law and the acceptance of legitimate conditions agreed upon between parties within various contracts, legal protections for information as an asset have been accompanied by deficiencies and, accordingly, require serious development.
خلاصه ماشینی:
After examining the nature, content, and enforcement of breaches of obligations stipulated in these contracts, this article concludes that despite the acceptance of the general principle of autonomy of will in Iranian law and the acceptance of legitimate conditions agreed upon between parties within various contracts, legal protections for information as an asset are accompanied by deficiencies and, accordingly, require serious development.
2. This contract is used in legal and contractual texts under various titles, among which the following can be mentioned: Non-Disclosure Agreement (NDA), Confidentiality Agreement, Confidential Disclosure Agreement (CDA), Proprietary Information Agreement (PIA), Secrecy Agreement large commercial institutions, especially knowledge-based companies where information is recognized as their primary asset, establish systematic and advanced methods to preserve their information and secrets in order to remain immune from the risk of disclosure and unauthorized exploitation of information by other persons and companies (Hutter, 1981: 311).
Second Clause - Definitions To prevent future disputes, it is better for the parties to include a section to define the terms and words used in the contract, such as concepts like information, 1 confidentiality, 2 disclosure, 3 personnel, 4 consultants, 5 public access, 6 and subcontractors, 7 which are of this kind.
This useful criterion means that only persons, including employees, consultants, and managers of the recipient, have the right to access the information if it is necessary for them to have the information based on their general job descriptions in the company or in relation to a specific contract independently possess economic value, are not accessible to the general public, and reasonable efforts have been made to preserve and protect them.
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