Confidentiality Agreement
This is an essential mandatory provision in contracts. In fact, such an agreement may even be executed separately, signed before the parties commence negotiations and discussions on a proposed transaction (for example, in M&A transactions, a confidentiality agreement may be signed prior to the initial preliminary agreement).
Specifically, Article 387 of the Civil Code 2015 provides:
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In cases where one party receives confidential information from the other party during the course of contract formation, that party has the obligation to maintain confidentiality and must not use such information for its own purposes or for any other unlawful purposes.
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A party that breaches this obligation and causes damage must compensate for such damage.
Therefore, depending on the context, type of contract, agreement, or transaction, the confidentiality clause should be drafted accordingly.
