Expertise/Contract Law

Service

Trade Secrets and Confidentiality

A non-disclosure agreement determines what information is provided to a counterparty, for what purposes it may use the information, to whom it may disclose it and what it must do with it after negotiations end or the contract terminates.

We are most often instructed by:

  • Companies disclosing information to counterparties
  • Recipients of information who have been offered a non-disclosure agreement
  • Owners providing documents to a potential buyer of the business
  • Companies whose information has been disclosed or used unlawfully

The information on this website is provided for information purposes only and does not constitute a public offer.

What the Service Includes

Timing and Fees
–timing on request
from ₽fee on request

Timing and fees are indicative and are confirmed when the engagement is agreed.

01 / Overview
Methods of protection

Information is protected by a contractual non-disclosure obligation or by a trade secret regime; the introduction of such a regime and the documentation of know-how are described on the “Trade Secrets and Know-How” page.

How information is actually handled is of particular importance. If documents are forwarded freely and recipients are unaware of the rules in place, internal documents do not in themselves provide the necessary protection.

02 / Outcome
Service Outcome
  • Non-disclosure agreementsNDA texts ready for signing and non-disclosure wording for inclusion in contracts.
  • Information transfer procedureThe terms on which information is disclosed in a specific transaction or negotiation, and the procedure for recording its transfer.
  • Opinion on existing protectionAn assessment of the existing documents and of information-handling practice, with proposals on what to change.
  • Materials in the event of a breachThe recorded circumstances and the demands prepared for the infringer.

The outcome of the service is the work performed within the scope agreed with the client.

03 / Preparation
What the work is built on

  1. Materials

    The work is built on the company's documents and information; the following points are relevant.

    • Scope of informationWhat exactly is being provided or requires protection: files, databases, drawings, paper documents.
    • Parties involvedTo whom the information is provided: counterparties, contractors, participants in negotiations.
    • Existing documentsPreviously signed agreements and non-disclosure clauses in contracts.
    • Context of disclosureThe occasion for disclosure (negotiations, a transaction, contract work, ongoing cooperation) and the timing.
    • In the event of a breachWhat is known about the use of the information and which documents recorded its transfer.

  2. Assessment

    On the basis of the materials, the risks, the possible solutions and their consequences are identified.

  3. Plan

    For the chosen option, a plan is drawn up: the sequence of steps, timing and scope of work.

04 / Projects
Selected Projects
01 / 05

Joint activity

Distribution partnership between English, Kazakh and Chinese companies

Challenge

English, Kazakh and Chinese companies were forming a partnership for joint activity in distribution. The relationship between the participants was worked out under the law of England and Wales.

What was done

The arrangements for conducting the joint activity, the distribution of economic results, decision-making and changes in the membership of the partnership were worked out. The work included participation in drafting and negotiating the documents, taking into account the interests of participants from three jurisdictions.

Financing structure

Co-investor obligations and security in a grain elevator construction project

Challenge

Funds from several co-investors were being raised to build a grain elevator. Their obligations had to be combined into a single financing structure.

What was done

A comprehensive structure was developed combining the investors' obligations with security and option mechanisms. The procedure for providing funds, the interrelationship between the individual elements of the transaction and the terms defining the parties' rights under different project implementation scenarios were agreed.

Cross-border transaction

Contractual relationship between Russian and Kazakh companies under the law of England and Wales

Challenge

A Russian and a Kazakh company were entering into a transaction whose documents were governed by the law of England and Wales.

What was done

The work included advice on the structure of the contractual relationship and participation in drafting and negotiating the terms of the transaction. Specific issues were worked out in the light of the chosen governing law and the involvement of parties from different jurisdictions.

Foreign trade contract

Negotiating a Chinese-law contract for the supply of production equipment

Challenge

Participation in advising the Russian party on a transaction for the supply of production equipment governed by Chinese law. Advisers from China were engaged on matters of Chinese law.

What was done

The terms of the contract were negotiated, and specific issues relating to the Russian and Chinese parts of the transaction were coordinated. The comments of the Chinese advisers were taken into account in working out the contractual terms and the final version of the documents.

Contract review

Pre-signing review of contracts for the international sale of goods

Challenge

A Chinese company required a legal review of contracts for the international sale of goods between China and Russia. Such contracts carry risks of inconsistency in the governing law, delivery terms and dispute resolution mechanisms.

What was done

The review covered the governing law, delivery terms (Incoterms), the dispute resolution procedure and the currency and tax aspects of the contracts. The risks identified were eliminated before signing.

05 / Questions
Frequently Asked Questions

Commercial, technical, organizational and other information whose dissemination needs to be restricted can be protected: terms of cooperation with customers and suppliers, prices and discounts, cost prices and internal calculations, technologies, formulations, research results, internal processes, contact databases and other non-public data. The specific method of protection depends on the nature of the information, the purposes for which it is used and to whom it is disclosed.

For the contractual protection of confidential information, a non-disclosure agreement can be a standalone instrument: it determines what information the recipient must keep confidential and how it may use that information. If the information needs to be protected specifically as a trade secret, an agreement alone is not enough: the law makes such protection conditional on the measures it prescribes being taken.

Before the information is disclosed, its scope is determined and a non-disclosure agreement is prepared, covering the purpose for which the information may be used, the persons to whom it may be disclosed, whether it may be passed to advisers, the term of the obligations and how documents are to be handled after negotiations end. Where necessary, disclosure is staged: the amount of information increases as negotiations progress.

First, the points of disagreement are identified. The parties usually discuss what constitutes confidential information, the permitted range of recipients, the term of the obligations, liability and how the information is to be handled after the relationship ends. The scope of disclosure or the text of the agreement can then be adjusted so that the necessary information is provided on terms acceptable to both parties.

An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.

Key Contacts
Deni Murdalov Deni Murdalov Partner, PhD (Law), LL.M. Ilya Smirnov Ilya Smirnov Partner

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Concluding, Amending and Terminating Contracts Foreign Trade Contracts Commercial Models and Contract Structuring Contract Management on Retainer Systematic Contract Management Sanctions Compliance Licensing Documents and Consultations

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