QuestionsWhat standard of care must a recipient of confidential information meet under this agreement?
The confidentiality clauses in this document require a party that receives confidential information to protect it with the same degree of care as it uses to protect its own confidential information of a similar nature. To ensure that those who are negligent with their own information cannot take advantage of this formulation, recipients must in any event use a reasonable degree of care.
If I know about something before signing this agreement, and the other person then "discloses" that information to me under the protection of the confidentiality clause in this agreement, am I then bound by that clause?
The confidentiality clauses expressly exclude this kind of information from scope.
If you hold important information that might be disclosed by the other party, you might want to check that you will be able to provide evidence that it was held before disclosure, just in case there is a dispute.
Can I use this document to place non-solicitation restrictions on my business partners in respect of my employees, contractors, suppliers and customers?
Yes, this is possible. The definition of "restricted associate" in the document, which is used to circumscribe the scope of the non-solicitation obligations, may cover customers, clients, licensors, licensees, principals, agents, consultants, contractors, suppliers, subsidiaries, parent companies, shareholders, directors, members, partners and employees - and indeed any other person with whom a party has had a material business relationship during the term of the agreement. |
