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Re: Non-disclosure, again 

Non-disclosure clauses in standard printed contracts are not at all
unusual in business. They basically enable the seller to occasionally
deviate from standard terms without creating ill will on the part of
those with standard terms, or provide confidentiality about technical
issues in a competitive market place. To nit pick such clauses in
contract boilerplate seems a waste of time. Moreover, as a practical
matter, a seller cannot possibly devote time and expense to tailoring a
contract to each and every buyer of its services when such buyers are
numerous; in addition to the staff time involved, each change would have
to be run by the seller's legal counsel.  I would urge focussing on more
substantive issues such as financial terms and liability clauses. -Alan
M. Edelson, Ph.D.


Ann Okerson wrote:
> 
> 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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