Know-How Agreements in Argentina: Share Your Method Without Losing Control

A know-how agreement lets you share practical business knowledge and authorise its use on specific terms: what you deliver, how it may be used, who can access it, what is paid and what happens when the relationship ends. In Argentina, those terms should be supported by effective confidentiality measures. A non-disclosure agreement helps, but it does not replace a clear description of the knowledge or evidence of its delivery.

What is know-how, and what can an agreement cover?

In this context, know-how means practical knowledge that enables someone to manufacture a product, provide a service or perform a task. It may include manufacturing parameters, a sequence of quality checks, equipment configuration criteria, or manuals supported by training. Its value often lies in the combination of information and how it is applied.

Imagine a company that has developed a process to reduce waste in food production. Another company wants to use it. The transaction might include documentation, training and permission to apply the process. Before agreeing a price, both parties need to identify what will be transferred and which results can reasonably be verified.

Not all knowledge supplied under a contract qualifies as a trade secret. Training may be valuable even when it includes public information. Additional requirements must be met to claim specific trade secret protection. Calling a vague idea or general professional experience “know-how” does not establish that protection.

How Argentine law protects confidential knowledge

Argentina’s Confidentiality Law No. 24,766 protects information that is secret, has commercial value because it is secret, and is subject to reasonable protective measures. Article 11 expressly states that this protection does not create exclusive rights over the knowledge. Developing it does not entitle a business to stop every similar activity by others.

The agreement should identify the confidential information and be supported by verifiable precautions: restricted access, confidentiality notices and control over copies. Depending on the facts and evidence, a breach may justify measures to stop misuse and a damages claim. Our guide to trade secret protection in Argentina, available in Spanish, explains this distinction further.

The contract sets out obligations between the parties. Its terms fall within general contract rules and, where appropriate, rules governing related types of agreement. If the transaction forms part of a franchise, its specific legal framework must be examined. Changing the document’s title does not change the underlying business arrangement.

Before disclosing the method: confidentiality and staged access

Article 992 of Argentina’s Civil and Commercial Code imposes a confidentiality duty when confidential information is provided during negotiations. This duty can apply even if the proposed contract is never signed. Making the confidential nature of the information clear is therefore important.

A useful approach is to start with a general description that allows the other party to evaluate the opportunity, reserving sensitive details for a later stage. Before granting that access, define in writing the evaluation purpose, the authorised recipients and the prohibition on exploiting the method without a definitive agreement.

The UK Intellectual Property Office recommends defining the permitted purpose and recording information disclosed at meetings. The practice is readily adaptable to Argentina: keep meeting records, identify the files shared and confirm who received them. These records should document disclosure without unnecessarily circulating the secret itself.

The decisions a know-how agreement should resolve

1. An identifiable subject matter. Prepare a confidential schedule identifying the documents, versions, processes and knowledge included. If part of the knowledge will be communicated orally, agree how those explanations will be recorded. Avoid expressions such as “all necessary knowledge” without defining scope, assumptions and exclusions.

2. Delivery, training and acceptance. Specify dates, formats, training hours, participants and support. Agree an implementation test with controllable conditions: equipment, inputs, tolerances and responsibilities. Receipt of a manual does not establish that all promised assistance has been provided.

3. Authorised use. Define the products, activities, facilities, territory and term. Decide whether the arrangement is exclusive and which rights the provider retains. If third parties may be involved, specify who authorises them, what they may learn and how equivalent obligations will bind them.

4. Payment and verification. Where appropriate, distinguish initial delivery, training, support and royalties. If payments depend on sales or production, define the calculation base, returns, discounts and reporting. Provide for proportionate reviews while safeguarding information unrelated to the agreement.

5. Assurances and limits of the obligations. The provider should be able to explain its authority to share the knowledge and identify third-party material. The recipient needs to know whether it is purchasing training, permission to use a process, or a guaranteed technical result as well. These are different commitments.

6. Breach and termination. Agree notices, opportunities to remedy a breach where appropriate, suspension of access and termination grounds. A penalty clause may help define consequences, but its drafting and enforceability require Argentine legal review. It neither replaces proof of breach nor guarantees recovery.

United Kingdom: define the permission being granted

The UK guidance on knowledge assets in agreements distinguishes the asset, authorised users, permitted uses, exclusivity and sublicensing. For an Argentine business, its practical value lies in turning an ambiguous permission into decisions that can be checked.

For example, receiving a process for one facility in Córdoba should not leave it unclear whether the recipient may also use it at another facility or disclose it to a contract manufacturer. These commercial decisions should be settled before signing. UK legal formalities and solutions require adaptation: British templates do not automatically govern an Argentine transaction.

Australia: separate existing knowledge from new developments

IP Australia distinguishes background knowledge, project results and third-party assets. This is a useful way to prevent a collaboration from ending in a dispute about who contributed each solution.

An Argentine agreement can reflect that distinction through schedules and improvement clauses. Decide who may use a modification, who controls any protection sought for it, and whether reciprocal access will be granted. Do not assume that paying for the project gives you everything created, or that every improvement belongs to the provider of the original method.

Consider improvements that cannot be separated from the supplied process. One party might be allowed to use an improvement only within the original permission, while the other obtains an additional authorisation. The appropriate solution depends on the contributions and the transaction; the key is to agree it expressly.

European Union: protect secrets without claiming ownership of experience

EU Directive 2016/943 distinguishes trade secrets from skills and experience normally acquired by employees. It also recognises independent discovery and, subject to its conditions, the study of lawfully acquired products. This is not Argentine legislation: it is a comparative reference that illustrates the limits of overly broad clauses.

The practical lesson is to identify specific information rather than prohibit every future activity of the recipient. Confidentiality and non-compete obligations serve different purposes. A restriction on competition requires its own assessment of scope, duration and legal context. Copying a foreign restriction does not ensure that it can be enforced in Argentina.

Managing access during the relationship and planning its end

The WIPO Guide to Trade Secrets and Innovation emphasises control over shared information and discusses audits and confidentiality after termination. Building on those practices, a local implementation can combine a restricted repository, role-based permissions and delivery records.

Also agree how a leak must be reported, who preserves evidence and what urgent steps each party may take. If external services or AI tools are used, specify whether documents may be uploaded and on what terms. A general permission to “use IT tools” leaves an important decision unresolved.

At termination, distinguish the end of permission to use the knowledge from the continuing duty to keep it confidential. Provide for return of materials, withdrawal of access and deletion of copies, with limited exceptions for legal retention or technical backups. Exempted copies should remain protected and unavailable for operational use. People cannot erase what they have learned from memory: exit obligations need to be workable and verifiable.

Trademarks, patents, franchises and INPI registration

Permission to use knowledge does not itself authorise use of a trademark or patent. A franchise may combine a brand, a business system and continuing assistance. Argentina’s Code regulates that arrangement and requires confidentiality over transferred knowledge even after it ends. Its entire framework should not automatically be applied to every training agreement.

If the provider is domiciled abroad and the transaction has effects in Argentina, assess the application of Law No. 22,426 and the INPI regulations approved by Resolution 38/2026. Not every agreement labelled know-how qualifies for registration: the services, parties and legal and tax requirements matter.

This registration for information purposes does not create a patent or certify that a method works. The regulations exclude expired agreements and amounts paid before the registration application. Review the position before arranging payments, together with tax advice. Our guide to technology transfer agreements in Argentina explains that process.

An example: sharing a process without granting unlimited permission

A small business in Córdoba agrees to teach another manufacturer a process it developed to reduce waste. In this hypothetical example, a schedule identifies the manuals and parameters, and the parties agree two training sessions and a pilot test. Permission covers one facility and specified products. Opening another facility requires further authorisation.

The parties separate the existing process from improvements arising during the pilot, agree staged payments and record each delivery. When the arrangement ends, authorised use stops, access is blocked and the treatment of copies is certified. If performance falls short of what was promised, they can compare the facts with agreed criteria rather than argue about what “transferring know-how” meant.

Before sharing your method or paying for another company’s knowledge, gather a description, the available documents and the purpose of the transaction. Through our intellectual property practice in Córdoba, Argentina, we can help you review the scope of permission and each party’s obligations.

Frequently asked questions

Is a non-disclosure agreement enough? It defines confidentiality and permitted uses, but may not address delivery, training, payment, improvements or termination. Those terms should be included in the appropriate agreement.

Is know-how registered like a trademark? No. Trade secret protection depends on the applicable requirements and effective safeguards. Some international transactions may qualify for a technology transfer registration for information purposes, which serves a different function.

Who owns the improvements? This must be assessed in light of the contributions, rights involved and agreement. Distinguish each party’s existing knowledge from new results and agree who may use them.

Does confidentiality end when the agreement expires? Not necessarily. The period of authorised use and the confidentiality period should be distinguished. Specific trade secret protection requires the relevant conditions to continue to be met; contractual duties and exceptions need precise wording.