Mutual non-disclosure agreement (Romania)

Published byDocMuse

The agreement between two companies in Romania that share sensitive information before deciding whether to work together: what is confidential and what is not, the purpose it may be used for, who may see it, how long the duty lasts, return at the end, and a penalty for each breach, owed without proof of loss. It protects both sides equally.

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Common questions

When is a mutual non-disclosure agreement needed?

When two companies share sensitive information with each other before deciding whether to work together — prices, clients, technology, plans. A mutual agreement protects both sides, and the purpose written into it limits what each may do with what it receives.

What happens if confidential information is disclosed?

The party at fault answers for the loss. Because loss from a disclosure is hard to prove, the agreement also has a penalty clause — a sum owed for each breach without proof of loss (art. 1538 of the Civil Code), which a court may reduce if it is manifestly excessive (art. 1541).

What information does the agreement not protect?

What was already public or becomes public through no fault of the recipient, what the recipient lawfully knew beforehand, and what it develops independently. And, at any time, what the law or an authority requires to be disclosed — in which case the other side is told.