قطع مذاکرات و رازداری در مذاکرات پیشا قراردادی، در حقوق اروپا

Today, in the world of trade and diplomacy, before concluding contract, the parties negotiate directly and indirectly. Negotiation, such as mediation, and other alternative solutions provides the necessary facilities for a a binding contract. Of course, negotiation or mediation may not lead to an agreement.. In this case, what executive guarantee is there regarding the disclosure of commercial or political secrets of one of the parties due to termination of negotiations? This article is done with a comparative approach and a descriptive, analytical method. It also deals with the descriptive analysis of negotiation and its difference with mediation, the rights regarding the termination of negotiations and also the guarantee of the implementation of the protection of trade secrets of the parties in the principles of European contract law and Iranian law. If the termination of the negotiation is in such a way that the other party's commercial and political information is disclosed, he acted against good faith and according to civil liability, it will be required to compensate for the damage.
1- INTRODUCTION
According to the current rules in the field of global trade and diplomacy, before concluding any agreement and contract, the parties negotiate directly and indirectly. Negotiations such as mediation and other alternative solutions, such as good offices, provide the necessary facilities for an adequate agreement and binding contract. Of course, negotiation or mediation may not lead to an agreement, because the parties are not required to conclude a contract based on the principle of freedom of contracts. In this situation, any of the parties may stop the negotiation without any reason, or delay the negotiation unnecessarily and prevent the settlement of the dispute or reach an agreement and contract. On the other hand, some natural or juridical persons did not intend to make an agreement from the beginning, or they may refuse to make an agreement and contract for various reasons to protect their personal interests and act against good faith and fair behavior. The present study, with the aim of investigating executive guarantees related to the disclosure of commercial and political secrets of the parties following the termination of negotiations, under the laws regarding the termination of negotiations, investigates the provisions of the principles of European contract law and Iranian law. The present article has been carried out by descriptive and analytical and library research methods.
2- THEORETICAL FRAMEWORK
It should be noted here that although many articles have been written in relation to negotiation, a detailed article has not been presented in relation to the topic and question raised in this article.
3- METHODOLOGY
In this article, with a comparative approach and with a descriptive and explanatory research method and using library and internet sources, negotiation and its process that leads to a contract or an adequate agreement and its difference with mediation, termination rights, and guarantees The implementation of the protection of trade secrets of the parties has been discussed in terms of the principles of European contract law and Iranian law.
4- RESULTS & DISCUSSION
Based on the principle of freedom of contracts, the parties are not only free to enter into a contract or any agreement, but they are also free about the time and place of negotiation before concluding it and how to conduct the negotiation and its duration and process. However, the rights of the parties regarding the process of negotiation and reaching an adequate agreement are limited and must be based on good faith and fair behavior. If one of the parties deliberately or inadvertently or simply based on the change in the economic, political and social situation, puts forward new conditions regarding the agreement and sufficient conclusion of the contract in the negotiation, in a way that causes the negotiation to be prolonged and then terminated, and his behavior is In such a way that causes the disclosure of commercial and political information of the other party, it acts against the rule of good faith and public laws, and according to the laws of civil liability, it will be required to compensate for damages.
5- CONCLUSIONS & SUGGESTIONS
It seems that all the cases mentioned by the principles of European contract law, It is considered as one of the cases and examples of fault. Therefore, if a person enters the negotiation from the beginning without the intention of agreement and the intention of concluding a contract, Or, after starting the negotiation, he no longer intends to agree and he made another decision, but continued to negotiate against good faith, then at a critical stage, he interrupted the negotiation, he is considered to be at fault and is required to compensate for the damage caused. Although termination of negotiations is the negotiator's right, but if he abuses this right and by termination of negotiations, he has caused the disclosure of commercial, economic, political or even family secrets of the other party, according to the rule of Harm in Islam and the general rules of civil liability, he is required to compensation for the damage.