When a start-up displays an NDA containing a reserve clause, the first option is to return the clause and request the removal of the clause. When the other company is very large and has leverage in the transaction, this requirement is often rejected. In such cases, we advise start-ups to be extremely careful about disclosed confidential information and to avoid disclosing information that is not related to technologies otherwise protected by patents or copyrights and certainly confidential information that is not directly relevant to the NDA`s specific purpose (an investment decision) , a particular transaction or potential agreement). etc.). In the end, a start-up may not have the financial means to prosecute NDA violations, which is why your highest and best protection is often to significantly limit the amount of information you want to disclose. Before considering the decision of Silverpop`s eleventh circle, certain background information on consequential damages may be useful – incidental damages: these are costs incurred by a buyer in the event of a buyer`s refusal of non-compliant and non-compliant goods provided by the seller in the event of a breach of contract or a seller related to the seller`s unlawful refusal of the corresponding goods to the buyer. In the event of non-responsibility for the consequential damages, the parties have a language that excludes consequential damages in the event of non-compliance with the NDA. This disclaimer is not often accepted by the dividing party, as the damage most likely to be caused in the event of a violation of the NDA is consecutive. This would leave little recourse to the revealing party in the event of an infringement. But I remember that, in my research on the code, I had an even more immediate reason for not designing the model for the Koncision confidentiality agreement, in order to allow the author to allow the revealing party to demand consecutive damages: if the recipient dividing confidential information that is not provided for in the contract, any damage suffered by the revealing part would probably consist of consecutive damages. The result is that judges, lawyers and scholars regularly find that the distinction between direct and subsequent damages is difficult to apply, and one should never rest easily assuming that the potential damages are either.