Business partners and sensitive information
In Chișină's entrepreneurial ecosystem, NDAs (non-disclosure agreements) appear in due diligence, technical pilots, distribution talks, and franchise preparation. Unlike employees, partners have no implied duty of loyalty — freedom of contract under the Civil Code requires explicit clauses.
A handshake does not protect an algorithm, a client list, or negotiated commercial terms.
What a solid NDA should cover
| Element | Detail |
|---|---|
| Definition of confidential information | Technical, financial, commercial data, know-how |
| Purpose of disclosure | Partnership evaluation, POC, investment offer |
| Term | Confidentiality obligation + return/destruction period |
| Exceptions | Public information, independently developed, legally required |
| Remedies | Interim injunction, damages, contractual penalties |
Trade secrets versus NDA
Trade secrets (Moldovan and European practice) require:
- economic value because of secrecy;
- reasonable measures to keep information secret.
An NDA is one such measure, alongside access control, labeling, and IT policies. Without an NDA, proving the partner knew information was confidential becomes harder.
NDA vs. employment confidentiality clause
| Aspect | B2B partner NDA | Employee |
|---|---|---|
| Basis | Civil contract between enterprises | Individual employment contract + internal policies |
| Post-relationship term | Negotiated (often 3–5 years for know-how) | Limited by labor law and practice |
| Subject | Due diligence, pilot, JV | Current duties, system access |
| Remedies | Civil court, commercial arbitration | Disciplinary + civil if damage |
Do not copy HR clauses into distributor NDAs — objectives and legal limits differ.
Franchising and know-how
In franchising (Law 1335/1997), operational know-how flows through:
- the franchise agreement registered at AGEPI;
- the operations manual;
- a pre-contractual NDA during negotiation.
The exploratory NDA does not replace confidentiality in the franchise contract — it prepares it.
Common mistakes
- "Mutual" NDA without real symmetry of exchanged information;
- no definition for personal data (GDPR / Law 133/2011);
- unlimited term without justification for certain categories;
- broad permission to disclose to "affiliates" without a list.
Conclusion
With business partners, the NDA bridges freedom of contract and trade secret protection. Align it with the relationship type (investor, supplier, franchisee) and with IP tools already in place — trademark, assignment agreements, internal policies.
Further reading
The materials above are for informational purposes only and do not constitute personalized legal advice. For specific situations, consult a lawyer or an AGEPI-authorized intellectual property advisor.