The advent of computers has given rise to the expansion of legal definitions and scope of coverage in existing law, as well as new legislation necessary to deal with the new issues and concepts surrounding computer use. There is a legally protectable property interest in the code used to create software programs, which is also often subject to confidentiality agreements. New avenues of commerce created in cyberspace have created a need for contracts, such as web hosting agreements, to be created. Application of traditional areas of the law such as trademarks, copyrights, and taxation have yet to be settled.
Confidentiality and non-disclosure agreements are used to impose confidentiality obligations on parties receiving information on materials from disclosing parties which consider such information or material to be confidential. Drafting the appropriate contract requires consideration of some key issues. The first challenge is to identify, with particularity, the information which is confidential. There may be limitations on what information is deemed confidential, such as information already known to the signing party, or information made public, through government agency order, etc. The second question focuses on whether you are the party receiving or disclosing such information. The third issue concerns the duration for keeping the information confidential. Finally, consider whether the confidential information also qualifies as a trade secret. Also important is an explanation of the purpose for disclosure, i.e. when confidential information is only revealed to another party for a specific purpose. The agreement should set forth what the purpose is.
