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- CONFIDENTIALITY – don’t agree to more than you can actually ensure. Consider something like the following:
“…share only with individuals/employees who need to know and will ensure they are educated on elements of confidentiality.”
- CONFIDENTIALITY – (standard of care). Often clauses will have verbiage something like the following:
“…same as the receipient’s (or issuer’s) standard of care.”
What does this mean? Does Stevens have a standard of care? How can we know what the other party’s standard of care is?
- CONFIDENTIALITY – more and more contracts are including carve-outs for ‘residual information’ as items that would be exempt from proprietary restrictions. Residual information is generally considered to be something a consultant/PI learns and is in their head. This is often extended to include information someone gains because they have a photographic memory. The intent when this is included is that the person/company that is in possession of the residual information would get to keep and use it and it would be exempt from consideration if there’s a suspicion of patent infringement. Often seen in agreement that involve the development of software.
- CONFIDENTIALITY – In reviewing Non-Disclosure Agreements consider imposing maintenance of confidentiality by something like the following:
“…conditions of confidentiality shall be applied to the following, (XXX), (XXX), and (XXX) who were in attendance at the meeting held on (XXXXXX) at the research offices of (XXX).
- CONFIDENTIALITY – is usual for there to be a carve-out of exclusions from the maintenance of confidentiality and among those is one that allows for data to be excluded if it is required by law. A degree of care is warranted because there could be things we would automatically give away that might not actually be necessary, such as privilege and content.
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