Issues or matters not covered by non-disclosure and confidentiality agreements
It is not difficult to conclude that whatever is not covered by the non-disclosure agreement is not protected by it. Moreover, in this case, not only what is not written is excluded, but also what is poorly written, that is, what is dubious, generic, elusive or not so objective.
|Otherwise, how could we punish a certain conduct for supposedly breaching a given clause of a non-disclosure agreement that does not describe in detail what information or issue it protects?
Ultimately, in court, the breaching party would always be acquitted of a given charge because it is doubtful to consider that the agreement, idea, information, etc. was stipulated within the framework of the contract. Therefore, if there is no certainty about the confidential nature of a certain issue, then it is considered non-confidential.
Nonetheless, this can be minimized to the extent that the non-disclosure agreement can include, like the Red Horse-NDA confidentiality agreement form does, a clause submitted to the Disclosing party for approval concerning such questions regarding the confidential nature of certain matters or issues.
"In other words, if the Receiving party has any questions, they should always be explicitly asked before acting."
To learn more about non-disclosure agreements, refer to more frequently asked questions about non-disclosure agreements.