Confidentiality in Technology Contracts: Key Concepts

Confidentiality Covenants in Technology Contracts

Summary Questions - Workshop 2

1. Define the Concept of "Technological Contracts"

Technological contracts are those whose object is constituted by all the technical knowledge that can be both industrial and commercial. These include the meeting of intellectual property rights, licensing of intellectual property rights, transfer of know-how, technical assistance contracts, and engineering contracts.

2. Define the Concept of "Covenants or Agreements of Confidentiality"

Confidentiality covenants are a particular form of agreement between parties that defines their object and extinction. They are regulated as such under the provisions in contracts.

3. Indicate the Three Conditions for the Existence of a Trade Secret, According to Gomez Segade

• Hidden nature
• Will to keep secret (subjective element)
• Interest in secrecy (objective element)

4. Define "Confidentiality"

Confidentiality is the quality of being confidential, an adjective which means that something is done or said in confidence or mutual security between two or more persons.

5. Define "Secret"

Secret comes from the Latin word secretum and has several meanings: something that is reserved and is carefully concealed; reserve; secrecy; knowledge that only someone possesses of the virtue or properties of a thing; or a procedure useful in medicine or other science, art, or craft.

6. Define "Technology Transfer"

Technology transfer refers to contractual agreements whereby a body of knowledge, patentable or not, whether or not protected by any legal system, whether for the institutes of intellectual property or trade secrets or business, is transmitted.

7. Actions to Ensure the Efficiency of a Confidentiality Agreement

The confidentiality agreement is not the only form of protection for secret knowledge in technology. For the confidentiality agreement to be efficient, the employer holder must take a series of actions to keep such knowledge in reserve:

• Identification of information or secret knowledge that a company may have. Not everything that is secret may be transmitted.
• Establish an "internal security policy" for the company that includes actions in relation to staff who are necessarily in contact with such data and to prevent those without a work-related need from accessing it. Appeal to confidentiality covenants with company staff.
• Implement technical measures to prevent the disclosure of documents tracking technology, and ensure efficient security protection.
• Take precautions when dealing with third parties or external security policies that include confidentiality pacts.