If disclosure is required by law or order, an NOA cannot object to this legal obligation. Therefore, NDAs should not have any language of disclosure such as „under any circumstances” or „for any reason,” otherwise the entire agreement may be threatened. However, an NOA should impose an obligation on the recipient party to inform the notifying party of the disclosure request, where possible. The receiving party should only be allowed to disclose such information to the extent expressly required by the applicable law or the applicable regulations. The receiving party should also be required to make reasonable economic efforts to oppose these requests for disclosure, if they are, and, if warranted, to be protected or to continue to treat the information confidentially. It is also important to ensure that who can obtain confidential information in order to promote the authorized or specific objective should be determined. It is often necessary to pass on information to employees or professional consultants (or even to sources of funding, related companies or sponsors, etc.), but this should be considered on a case-by-case basis. Ideally, these recipients are identified by name, but should be identified at least by class and always on a „need to know” basis. Parties should be aware of the confidentiality obligations that must be imposed on these third parties in order to obtain confidential information.
Workers may be subject to confidentiality obligations as part of their employment contracts. There are a number of ways to manage the disclosure of professional advisors: a) they could be invited to become members of an NDA, b) they might only have to agree to keep the information confidential, or c) the parties may simply rely on service secrets imposed on them by their professional board of directors. Disclosure parties should endeavour to ensure that the recipient party assumes responsibility for breaches of confidentiality by employees, consultants, related companies and other necessary recipients, although this request may be categorically rejected by the recipient party. It is not uncommon to see very detailed definitions of confidential information, and then a very basic provision of use/disclosure that almost runs counter to the objective of creating an NOA. One of the main features of an NOA is a specific description of the purposes for which confidential purposes may be used, as well as a general prohibition on using it for purposes other than those prescribed, in order to prevent the receiving party from improperly using valuable confidential information.