Not all agreements involving the transfer of intellectual property are marked with a title indicating that intellectual property is threatened. For example, a startup hires a contractor to test its product. During the test, the entrepreneur discovers a way to improve the product. The contractor checks the contract with the startup and finds that the contractor contract only describes its daily function, payment and duration. The contractor considers that its newly discovered product is its invention. Problem? Yes! The icing on the cake, some jurisdictions support such a hypothesis. Any provision in a contract of employment providing that a worker assigns or proposes to assign his rights to an invention to his employer does not apply to an invention that the worker has fully developed in his spare time without using the employer`s equipment, provisions, facilities or trade secrets, with the exception of inventions that: 1. at the time of the conception or reduction of the invention, the practice of the invention relates to the exploitation of the employer or to the research or development of the employer, whether actual or actual; or (2) Resulting from work performed by the worker for the employer. A claim for compensation in an NDA by the disclosing party is not unknown, but does not appear to be in the majority of agreements. This is a nice requirement from the point of view of the revealing part, but not something that a receiving party should approve.
A data protection breach almost always meets the definition of a breach of confidentiality under an NDA. The receiving party does not wish to agree to directly compensate a disclosing party. There will almost certainly be situations where the receiving party is not responsible for the infringement and should not be held liable to the disclosed party. However, if they have already agreed to compensate the party disclosing under an NDA, it will be more difficult and costly to argue their points. (b) To the extent that a provision of a contract of employment requires a worker to assign an invention otherwise excluded from the obligation to assign after subdivision (a), the public policy provision of that State is contrary and is not applicable. Some agreements do not set the duration or end date of the confidentiality agreement as long as the receiving party has information that has been set as confidential, while others may have a validity period (usually between 3 and 7 years). . . .