Protecting your strategic assets in supplier contracts
Objective: Draft robust confidentiality clauses and master intellectual property issues in your procurement contracts.
Legal sources
- Art. 1112-2 C. civ. - Duty of confidentiality in pre-contractual negotiations
- Law No. 2018-670 - Trade secret protection (transposition of EU Directive 2016/943)
- French Intellectual Property Code - Copyright and industrial property
🔒 Confidentiality clause
In procurement, you share highly sensitive information with your suppliers: technical specifications, forecast volumes, purchasing strategy, pricing.
Must-cover items:
- Broad definition of "confidential information"
- Recipient's obligations (need-to-know basis)
- Permitted disclosures (lawyers, auditors, with confidentiality obligations)
- Duration: Survives contract termination (3 to 5 years minimum)
- Remedies in case of breach (injunction + damages)
💡 Intellectual property
Critical points to address in the contract:
- Pre-existing IP: Each party retains its existing IP
- Developed IP: Who owns what is created during the contract?
- Assignment vs Licence: Assignment transfers ownership; a licence grants usage rights
- Moral rights: Inalienable under French law (Art. L121-1 Intellectual Property Code) - an author retains the right to respect of the work even after assignment of economic rights
⚠️ Beware of off-the-shelf software: a licence ≠ ownership. Check the terms of use and transfer.