Annotation

This article analyzes the legal nature of non-disclosure agreements in Russian civil law. The author identifies the key problem of the lack of direct regulation of such transactions in the Civil Code of the Russian Federation, despite their widespread use in practice, particularly in the financial and IT sectors. Based on an analysis of legislation (Articles 18 and 421 of the Civil Code of the Russian Federation, the Federal Law "On Information," and the Federal Law "On Commercial Secrets") and doctrinal approaches, a fundamental distinction is proposed between two legal constructs: confidentiality agreements and non-disclosure agreements. The former is viewed as a tool for clarifying the procedure for fulfilling mandatory obligations to maintain secrets as intangible assets (Articles 128 and 150 of the Civil Code of the Russian Federation), which enjoy absolute legal protection. The latter is qualified as an independent civil law transaction that gives rise to relative obligations—the transfer of information and refraining from its disclosure. The author substantiates the essential terms of a non-disclosure agreement (definition of information, rights and obligations of the parties, and the non-disclosure period) and analyzes the specifics of unilateral and bilateral obligations arising from such agreements. This distinction eliminates legal uncertainty in the classification of disputes and the application of legal norms, and also promotes the unification of terminology in civil law.