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Nondisclosure - a pet peeve
The language below is not untypical of non-disclosure terms used by some producers in their electronic information contracts: "Except as may be required by law or governmenal rules and regulations, Licensor and Licensee agree not to publicly or privately announce or disclose the terms and conditions of this Agreement without first securing the written consent of the other party." Should parties to a contract agree to non-disclosure language? Yes, of course, this could be desirable. It would, for example, surely be desirable for Licensees who have access to proprietary software code, not to disclose that. It might be desirable not to discuss specific and complex financial arrangements which would not be applicable to other customers in other circumstances -- such disclosure would be confusing at best. There might be other circumstances under which non-disclosure would be desirable (I would welcome some examples of *types* of items on this list, if our readers would be so kind). On the other hand, the language above suffers from being hugely over-broad. Nothing at all may be disclosed. And yet most of this particular contract, like so many others, consists of pretty normal kinds of statements, such as date, term, coverage. Some of the terms in it are ones the producer should be quite proud of because they are progressive and intelligently written. But they can't be shared without written permission, either. Some of the terms have to be known to Library staff who will administer the contract. Others should be known to the user (terms of use). So, why would a producer write language this broad? Why not identify what ought not to be disclosed and leave it at that? Why say to those of us who would try to get more specific rather than broad language into a non-disclosure deal, that we don't understand the purpose of such a clause, or that of course the kinds of disclosure above (to staff and users) make perfect sense and are permissible (then why say something other than that in the contract?), or that no other library has ever questioned such a clause (hard to believe). Can anyone shed light in dark corners on this matter? Ann Okerson Yale University Library Ann.Okerson@yale.edu
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