問7
頻出度★★☆
NDA (Non Disclosure Agreement) の事例はどれか。
平成27年度 春期 ITパスポート試験 問7
ストラテジ系法務 › 労働関連・取引関連法規
This question's explanation and your answers so far.
解説
問 7
Incorrectア
Defining in a contract the content and quality level of the service to be provided, between the IT service provider and the customer, describes an SLA (Service Level Agreement). It settles service quality such as availability and response time, so its purpose differs from that of an NDA, which sets out how secret information is handled.
Incorrectイ
A contract in which the seller bears the obligation to transfer property rights (ownership) and the buyer bears the obligation to pay the price is a sales contract. It settles the transfer of ownership of goods or licences and the payment in return, so it is not an NDA, whose subject is the confidentiality obligation.
- ウ
正解 An NDA (Non Disclosure Agreement) is called 秘密保持契約 in Japanese, that is, a confidentiality agreement. In it the parties agree in writing on a confidentiality obligation: secret information disclosed by the other party, or learned from the other party, in the course of a transaction or joint work (technical information, customer information, business know-how, and so on) must not be used for any purpose other than the agreed one, and must not be disclosed to third parties. Choice ウ says that “in situations such as system development, the client and the contractor defined in a contract the obligation to keep confidential each other's secret information learned during the work”, which makes exactly this confidentiality obligation the subject of the contract. In system development the contractor comes into contact with the client's business data and design information, and the client comes into contact with the contractor's technical information, so it is common to conclude an NDA separately from the development contract. Therefore the correct answer is ウ.
Incorrectエ
A contract in which the party that accepts the work carries it out at its own discretion and responsibility and receives compensation upon completing the work is a contract for work (請負契約). Its characteristic is that completion of the deliverable is the condition for payment, so it is a different type of contract from an NDA, which provides for confidentiality of information.
ここがポイント
- NDA (Non Disclosure Agreement) = confidentiality agreement. It sets out the confidentiality obligation: secret information of the other party learned through the work must not be used outside the agreed purpose and must not be disclosed to third parties. In practice it is often concluded separately from the development contract or the business contract.
- Telling confusable contract types apart: SLA = an agreement on service quality levels; sales contract = transfer of property rights and payment of the price; contract for work (請負契約) = compensation for completing the work; mandate contract / quasi-mandate contract = entrusting the handling of the affairs themselves (no responsibility for completion).
用語