NDA Review and Amendment Advisory

Client Information

Corporation / Contracting Party
 

Case Details

A global data platform company (“Client A”) sought legal assistance from Decent Law Firm in preparation for executing a new Non-Disclosure Agreement (NDA) with its business partner (“Company B”) in connection with participation in a government-sponsored Data/AI Voucher Program.

Although the parties had previously entered into a Memorandum of Understanding (MOU), practical collaboration reached a stage where highly sensitive business plans and proprietary technical information were to be exchanged. At that point, limitations and ambiguities in the existing confidentiality framework became apparent.

Client A engaged Decent Law Firm to ensure comprehensive protection of its proprietary business plan and technical know-how, while clearly defining the legal relationship between the existing MOU and the newly proposed NDA.

1. Insertion of a Priority Clause

We expressly provided that the new NDA would prevail over the confidentiality provisions of the prior MOU.
This eliminated potential legal uncertainty and conflict between the two agreements.


2. Strengthening of the Confidentiality Framework

We enhanced enforceability by:
- Recognizing orally disclosed information as confidential, provided it is confirmed in writing within a specified period;
- Requiring submission of a Certificate of Destruction, signed by a responsible executive, upon disposal of confidential information.

These measures ensured that confidentiality obligations would be practical and verifiable, not merely declaratory.


3. Strategic Liability Cap Design

We structured a liability cap limiting total damages to KRW 300 million, confined to actual direct damages.

However, the cap does not apply in cases of:
- Willful misconduct or gross negligence;
- Intellectual property infringement.

This approach allowed for balanced risk allocation while preserving strong protection against serious violations.


4. Reinforced Non-Solicitation and Non-Compete Provisions

To prevent misuse of shared information, we included:
- A one-year post-termination restriction on hiring the counterparty’s employees;
- Restrictions on conducting similar business activities using the disclosed confidential information.

These provisions were designed to prevent idea leakage and unauthorized commercial exploitation.


5. Clarification of the Agreement’s Legal Nature

We clearly stated that execution of the NDA does not obligate either party to proceed with the contemplated project or enter into a definitive agreement.

This ensured that legal exposure remained limited during the exploratory collaboration phase.