The NOA should be the first point to be discussed, as it legally links all subsequent discussions to confidentiality. Employers who are concerned about the protection of their customer relationships and proprietary information in the event of workers leaving are advised to adopt strong restrictive contractual provisions. While they are generally included in the employment contract, employers can also take steps to encourage existing workers to enter into binding agreements. These clauses or agreements seek to limit the former employee`s ability to work for a competitor or to open a competing business. These are usually only confirmed in exceptional cases. The requirement that the restrictive pact be as minimal as necessary often means that a non-invitation clause is sufficient. In the eyes of the receiving party, the ANN should: (a) address the consequences of a breach of confidentiality, which may vary depending on whether the offence was committed intentionally, negligently or without the party`s fault; (b) explicitly respect the party`s right to disclose to fair remedies by recognizing that an offence may result in irreparable damages that cannot be properly compensated for by damages; and (c) compensation for losses or damages (including third-party claims) resulting from the breach. In the context of an almost commercial enterprise agreement or transaction, the parties should ensure that they agree on sufficiently protective confidentiality rules, which take into account the practical possibilities of concluding the agreement and survive appropriately when the agreement or agreement is concluded or collapses. NDAs should of course be available for AM transactions and licensing agreements, but they should also be considered in a variety of other relationships, such as advisory services, advisory board commitments and outsourcing agreements. If the parties are just beginning to discuss a possible agreement or agreement, an NDA may or may not be appropriate. At this point, parties can still hold their cards accurately and do not exchange substantial confidential information.