원유․가스 탐사개발에서의 비밀유지계약에 대한 고찰

Abstract

When contract parties enter into negotiations, a party shall provide adequate information related to the contract to the other party and vise versa. However when the information is very important for a party in doing his business but shall be shared with other party for the contract, the party may reluctant to provide it with the other party unless the other party shall give a reliable guarantee to secure the information. Therefore the parties shall have a 'confidential agreement' to describe detailed provisions for the disclosure and security of the information reflecting for their own situations. To make a success and great profits in oil and gas exploration and production project, contract parties need cooperations with other parties, because this project will need huge amount of capital, advanced technology, correct information and highly skilled experts, and it is very difficult to be performed by one party. To reach success of the project, parties of the project shall have a ‘confidential agreement’ to share and secure critical information with each other. Based on the agreement the parties can make a reliable relationship, and allocate risks related to disclosure of critical information. The parties shall design and describe definition of confidential information, ownership of the information arising from the confidential information, terms of the confidential agreement, the permitted disclosure and restriction on the use of confidential information, and withdrawal and return. To prevent and solve disputes related to 'confidential agreement' in advance, the parties shall design and prescribe the clauses such as representation and warranties, governing laws, and arbitration. The parties shall also describe a clause which means the 'confidential agreement' shall not have any affect on the oil and gas exploration and production interests. The parties shall design and describe damage clauses which shall restrict remedies with the direct and actual damages. Nowadays Korean national oil and gas companies, and civilian companies have taken part in a lot of oil and gas exploration and production projects in all over the world. After designing an appropriate 'confidential agreement', they shall enter into a negotiation on oil and gas exploration and production projects.