Under Italian Law, the non-disclosure agreement is a legal contract by which the parties identify certain information that they intend to keep confidential, agreeing to not disclose it to any third parties.
In Italy, the non-disclosure clause is widespread mainly in supply, licensing and distribution agreements, both in the pre-contractual and in the execution phase of the negotiation and deal.
Generally, the agreement can be unidirectional, binding only one party to the secret, or bidirectional, binding both parties.
The main object of the non-disclosure agreement is the confidentiality of information, data, patents, know-how or business documents.
Specifically, such agreement contains the identification of the parties, the specification of the secret information, the time limit and the indication of the applicable law.
The agreement may also provide that secrecy applies only after the termination of the contractual relationship as well as certain technical measures to increase the protection of confidentiality.
In violation of the non-disclosure agreement, a penalty clause may be set forth, whereby the parties agree on the amount of damages to be compensated without the requirement of the burden of proof. The Italian Supreme Court has, for example, confirmed that the worker may be lawfully dismissed if he discloses the lists of the company's clients, with no need for the company to go through a court trial or to submit additional evidence of his unloyalty.