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Non-disclosure, again
You'll think that I'm obsessed with non-disclosure (maybe so) but I had occasion last night to read a contract with non-disclosure language that seemed sensible to me. Isthe sort of language that some electronic publishers/vendors who ask for non-disclosure say that they cannot provide, i.e., a statement of exactly what is disclosable and what isn't. In this case, the format of the contract looks like this: In the body of the conract is a separate clause called "Confidential Information." It reads in part: During the course of this Agreement, each party may be given access to confidential information. The parties agree to the terms and conditions of the Mutual Nondisclosure Agreement to be executed concurrently herewith and set for as Exhibit C. (What I like here is the notion that each party *may* be given access to confidential information -- not that it necesarily is, or that the whole contract is to be non-disclosed.) Then, Exhibit C begins: "In order to __________, the parties may be required to divulge or make available to each other certain information and material that may be highly confidential, secret, private, and/or proprietary. The Parties will disclose such information in accordance with the terms and conditions set forth below." Then, the specific items requested are inventions that haven't been written up in the literature: enginnering/technical/product/design specifications any device/machine/process/manufacture, r&d engineering items, computer programs, source code, microcode, business plans supplier lists, information regarding legal or business affairs of the licensor This is for a resource we will be running locally and it comes with various softwares, etc. Some of the restrictions may be over-broad (we have yet to sort through them in detail), but in general, if non-disclosure is requested, being specific about what is NOT to be disclosed is the right way to do it. Or so I think... Comments? Ann Okerson Ann.Okerson@yale.edu
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