✅Overview of the Advisory

Client A, a global data platform company, was preparing to enter into a new Non-Disclosure Agreement (NDA) with its partner company B in connection with participation in a Data/AI Voucher Program.

Although the parties had already executed a Memorandum of Understanding (MOU), critical weaknesses in the existing security framework became apparent once they reached the stage of exchanging core business and technical information.

Limitations of the Existing NDA
The counterparty’s proposed NDA template was overly simplistic, and the scope of confidential information was defined in an excessively abstract manner.

Absence of Key Protective Provisions
Essential defensive clauses directly linked to the company’s survival—such as indemnification scope in the event of information leakage, liability cap provisions, non-solicitation of personnel, and non-compete restrictions—were missing.

Insufficient Practical Protection
The document reflected a rigid, outdated format and failed to address the realities of a rapidly evolving data business environment and the particular characteristics of government-funded projects.

Accordingly, the client engaged Decent Law Firm to establish airtight protection for its proprietary business plan and technical know-how, and to clearly define the legal relationship between the existing MOU and the new NDA.

✅Key Issues

Establishing Priority over the Existing MOU
Where inconsistencies arose between the previously executed MOU and the new NDA, it was necessary to clearly define which agreement would prevail.

Scope of Confidential Information
Mechanisms were required to ensure protection for information shared orally or for documents where the “confidential” designation was inadvertently omitted.

Verification of Information Destruction
Beyond a mere paper-based confirmation, the parties needed a practical mechanism to ensure that confidential information would be properly deleted upon termination of the agreement.

Protection of Key Personnel
During partnership discussions, safeguards were required to prevent the counterparty from recruiting or soliciting key personnel.

✅Decent Law Firm’s Assistance

Decent’s Corporate Advisory Team conducted a detailed revision of the agreement to protect the client’s rights as follows:

Insertion of a Priority Clause
The NDA was expressly drafted to prevail over the confidentiality provisions of the existing MOU, thereby eliminating legal uncertainty.

Enhanced Protection Framework
Orally disclosed information would be treated as confidential if designated in writing within a specified period. In addition, submission of a Certificate of Destruction signed by a responsible executive was mandated to ensure enforceability of the information disposal obligation.

Strategic Liability Cap
The total amount of damages was capped at KRW 300 million, limited to actual direct damages incurred. However, this cap would not apply in cases of willful misconduct, gross negligence, or infringement of intellectual property rights—allowing for balanced and rational risk management.

Strengthened Non-Solicitation and Non-Compete Provisions
For one year following termination of the agreement, the parties were prohibited from hiring each other’s employees and from engaging in similar business activities using the disclosed information, thereby preventing unauthorized use of ideas and information leakage.

Clarification of the Agreement’s Nature
The NDA expressly stated that its execution does not create any obligation to proceed with the contemplated project or to enter into a definitive agreement, thereby reducing legal burden during the collaboration review stage.

✅Your Corporate Legal Partner

With the assistance of Decent Law Firm’s Corporate Advisory Team, Client A established a robust legal shield through a carefully revised NDA, ensuring secure protection of its core assets—its business plan and technical know-how.

Using outdated NDA templates without proper review is effectively equivalent to exposing your business strategy and key assets without protection.

In government-supported projects such as Data Voucher Programs, AI Voucher Programs, and joint R&D initiatives, NDA structuring itself becomes a core component of dispute prevention strategy.

Before sharing your business plan, review your NDA first.

A single clause in a contract can determine the outcome of a multi-million-dollar dispute.