Buyers will often focus on the first provision, but will not address the second, perhaps because it reads like a language that reasonably confirms that the seller is not responsible for speculative claims. But it is an illusion – the absence of consecutive damages has important consequences, especially with regard to breaches of confidentiality. When a start-up displays an NDA containing a reserve clause, the first option is to return the clause and request the removal of the clause. When the other company is very large and has leverage in the transaction, this requirement is often rejected. In such cases, we advise startups to be extremely careful with the confidential information disclosed and to avoid disclosing information that is not related to technologies otherwise protected by patents or copyrights, and certainly confidential information that is not directly relevant to the specific purpose of the NDA (an investment decision, a particular transaction or a potential agreement, etc.). In the end, a start-up may not have the financial means to prosecute NDA violations, which is why your highest and best protection is often to significantly limit the amount of information you want to disclose. Confidentiality, confidentiality and/or proprietary information agreements are now among the most commonly used agreements in the business world. Companies that form a new relationship or expand the scope of an ongoing relationship with customers, suppliers or customers often require a formal agreement between the parties to specify the use and disclosure of confidential information. When allocating IT services, it is important that purchasers consider the risks of harm posed by the services and then negotiate terms that appropriately distribute these risks among the parties. This requires both parties to reconsider the manufacturer-friendly standard concept, which waives all consecutive damages. Another theme raised at the CCA`s annual meeting was the role, if any, of excluding consecutive damages in NAs. I`m not sure I`m buying that, just because the fog of jargon excludes any level of security. But I am prepared to cling to any additional justification so as not to have to wade into the chaos of the exclusion of damages for the purposes of the Koncision confidentiality agreement.
“Another type of claim that can be withdrawn from the LOL is that of claims arising from the breach of the confidentiality provisions of the agreement, particularly where one or both parties provide access to the other party to strictly confidential information whose disclosure would cause serious harm to the party by impairing its competitive advantage.