Category: Uncategorized

The non-disclosure agreement complements the protection provided by law

In addition to the Trade Secrets Act, the company’s business and business secrets are protected by the Criminal Code and the Employment Contracts Act. In addition to the protection provided by law, trade secrets can be protected by means of non-disclosure agreements (NDA). A non-disclosure agreement protects important confidential information for the company and is usually concluded with the company’s contractual partners or employees. Entering into a non-disclosure agreement does not remove the importance of protecting the company’s intellectual property rights.

Contents of the non-disclosure agreement

A non-disclosure agreement forms a good starting point for all cooperation between companies, and it is often the first agreement that new partners make together. Non-disclosure agreements are made e.g. in connection with business acquisitions, development projects and cooperation agreements.

Within the framework of freedom of contract, a non-disclosure agreement can define the information to be kept secret and agree on the confidentiality of information beyond the provisions of the law. Typically, a non-disclosure agreement agrees on the following matters: the parties to the agreement, the purpose of the agreement, information to be kept secret, restrictions on the disclosure and use of information, the term of the agreement, and the sanctions resulting from a breach of the agreement, such as contractual fines and damages. In addition, the non-disclosure agreement often stipulates the processing, return or destruction of the data and the parties covered by the non-disclosure obligation.

A non-disclosure agreement can be concluded either unilaterally or bilaterally. When only one of the parties receives information to be kept confidential by the other party, the recipient of the information may be required to enter into a unilateral confidentiality obligation.

Terms of the non-disclosure agreement

The terms of the non-disclosure agreement must always be evaluated according to the purpose of the non-disclosure agreement and whether the agreement is viewed from the side of the party providing or receiving the information. In any case, the terms of the non-disclosure agreement must be reasonable for both parties. This is good to be aware of, e.g. in the case of the condition regarding the amount of the contractual penalty.

The damage caused by the breach of the non-disclosure agreement is most often indirect, which can be e.g. damage to reputation, lost profit, decline in turnover, loss of customers, etc. Thus, it is difficult to prove the damage caused by the breach of the non-disclosure agreement. With the contractual penalty clause, the injured party does not have to prove the amount of the damage caused, but it is enough to show the violation of the terms of the non-disclosure agreement. In addition to the contractual penalty, a non-disclosure agreement can also agree on the right to demand damages higher than the contractual penalty.

The non-disclosure agreement is valid for the contractually agreed contract period or until further notice. Is not always in the interest of either party that the confidentiality obligation is agreed to last for an indefinite period.

Between international companies, a non-disclosure agreement can even define the place of jurisdiction and the governing law for the following agreements. Once these have been agreed upon in a non-disclosure agreement, it may be difficult to change these terms in subsequent agreements.

Product liability refers to liability for damages caused by a product to a person or property used for private purposes. Product liability does not cover damage caused to the product itself. In the context of product liability, a product refers to a movable object, and not, for example, to a service.

According to the Product Liability Act, compensation must be paid for damage caused by the product not being as safe as expected. When assessing safety, account shall be taken of the time at which the product was put into circulation, the foreseeable use of the product, the marketing and instructions for use of the product and other factors.

It is for the injured party to prove the damage, the inadequate safety level of the product and the causal link between the inadequate safety level and the damage. An action for compensation must be brought within three years of the date on which the claimant became aware, or should have been aware, of the occurrence of the damage, of the inadequate safety level of the product and of the liability for compensation.

Product liability is strict liability independent of fault. Thus, the company may be liable for compensation even if it has not acted negligently.

According to the Product Liability Act, the manufacturer, importer, issuer and marketer are liable for damages. The marketer’s liability requires that it has marketed the product that caused the damage as its own or that the product bears the marketer’s name, trademark or other distinctive symbol.

Companies involved in the product distribution chain may seek to agree on their division of responsibilities in product liability matters by mutual agreement. However, the injured party’s right to compensation under the Product Liability Act cannot be restricted.

When will change negotiations take place?

The Act on Co-operation within Undertakings, which provides for e.g. on change negotiations, applies when the regular number of personnel is at least 20. The scope of the obligation to negotiate changes includes the termination, layoff, part-time employment of one or more employees considered by the employer on economic or production grounds, and unilateral changes to an essential condition of the employment contract. Negotiations are started and conducted while the employer is considering plans that he estimates will have personnel effects within the scope of the obligation to negotiate changes.

Parties to change negotiations

If the matter concerns more than one employee, the employees are represented by a representative of the personnel group. If the matter in question concerns more than one personnel group, the matter will be dealt with in a joint meeting, where the parties are the employer’s representatives and representatives of personnel groups.

Negotiation proposal 

The negotiation proposal is given no later than 5 days before the start of the negotiations. The negotiation proposal serves as a meeting invitation, on the basis of which the personnel also get an idea of ​​what is to be negotiated. It should be clear from the negotiation proposal at least

• the start time and place of negotiations, and
• a focused proposal on the issues to be discussed in the negotiations.

In negotiations regarding the reduction of employees, the negotiation proposal must also state:

• planned measures and their basis;
• a preliminary estimate of the number of employees subject to measures, broken down by personnel group and by measure;
• explanation of the principles according to which the employees subject to the measure are determined;
• an estimate of the time during which the measures will be implemented.

The negotiation proposal must also be submitted to the Employment and Economic Affairs Office no later than when the change negotiations begin.

Content of change negotiations

In the change negotiations, at least the grounds, effects and alternatives of the measures aimed at the personnel must be discussed. If the negotiations concern the dismissal, layoff, part-time employment of one or more employees or the unilateral change of an essential condition of the employment contract, the negotiations must also deal with:

• alternatives to limit the circle of people targeted by the measure and to mitigate the negative consequences of the measure for employees;

• suggestions and alternative solutions made by a staff representative or employee. Negotiations are held for at least 14 days if it is about the dismissal, layoff or part-time employment of fewer than ten employees or layoffs of less than 90 days. In other cases, the minimum negotiation period is six weeks. The employer can only make decisions after the negotiations have ended.

Minutes of negotiations

Upon request, the employer must ensure that minutes are drawn up on the matters discussed in the change negotiations, which shows at least the time of the negotiations, the persons who participated in them, the results of the negotiations and any differing opinions.

Action plan and operating principles supporting employment 

If the planned layoffs concern at least 10 employees, the employer must submit a proposal as an action plan for the planned implementation of change negotiations and for mitigating the consequences of possible layoffs. Operating principles supporting employment are drawn up when possible layoffs affect fewer than 10 employees. The operating principles describe how employees’ self-initiated applications for other jobs or training and participation in employment-promoting services are supported.

Reimbursement for the employee 

If the provisions of the Act on Co-operation within Undertakings, are violated, a compensation penalty of 35,000 euros may follow per employee who has been subject to the measures.

Supporting youth’s and children’s sports activities is close to Youristia’s heart. That’s why Youristia has become a support member of GrIFK Alpine r.f. for season 2020-2021.

Youristia’s social media accounts are open. Please follow us on LinkedIn https://www.linkedin.com/company/youristia, Facebook https://www.facebook.com/youristia and Instagram https://www.instagram.com/youristiaofficial.

We would love to hear from You what kind of content interests You.