Article 123

What it means when you sign

This article covers confidential information obtained during negotiations or under a contract. Anyone who uses or discloses such information without permission is liable under the general rules.

The article does not define what counts as confidential, and it does not set a fixed penalty or period. It places liability on the person who uses or reveals the information without permission and sends the consequences to the general rules.

When you are about to sign, this article means that confidentiality obligations can arise from the negotiations and the contract itself, even where the contract has no separate confidentiality clause. A confidentiality or non-disclosure clause that sets out what is covered, who may see it and for how long adds detail to what this article states in general terms. It also means that sharing the other side's information with a third party, or using it for a different purpose, without permission, can lead to liability. It is worth checking who is allowed to receive information and whether permission is written.