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Re: Nondisclosure - a pet peeve

The most obvious reason for boilerplate language like this is to avoid
having someone complain that someone else got a better deal in one way
or another. Probably there are financial differences from agreement to
agreement, depending on the size of the deal.They're not taking any

-Alan M. Edelson, Ph.D.

Ann Okerson wrote:
> 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
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