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Permitted Receivers - OneNDA Provision: Difference between revisions
Permitted Receivers - OneNDA Provision (view source)
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{{confianat| | {{confianat|2}}The kinds of people you’ll want to allow access to the {{confiprov|confidential information}} under a {{confi}}. | ||
The kinds of people you’ll want to allow access to the {{confiprov|confidential information}} under a {{confi}}. | |||
===Who’s in=== | ===Who’s in=== | ||
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*'''[[Regulator|Regulators]]''' — compulsory disclosure to competent regulatory bodies, courts, and so on. Marginally more controversial is the obligation to disclose at polite but non-binding request of regulators. In any case, don’t agree to notify your counterparty of any regulatory requests. They may hotly insist they need to right to challenge the disclosure or take out an injunction or something but — well, yeah. ''Sure''. For a better reason, see below. | *'''[[Regulator|Regulators]]''' — compulsory disclosure to competent regulatory bodies, courts, and so on. Marginally more controversial is the obligation to disclose at polite but non-binding request of regulators. In any case, don’t agree to notify your counterparty of any regulatory requests. They may hotly insist they need to right to challenge the disclosure or take out an injunction or something but — well, yeah. ''Sure''. For a better reason, see below. | ||
===Who’s out=== | ===Who’s out=== | ||
*Employees who | *Employees who don’t have a [[need to know]]: Especially those employed in front office trading capacities. The [[agent lending]] market has developed sophisticated masking strategies so that borrower’s books and records don’t carry the identities of their principals. If you are in the business of bringing in new clients don’t be alarmed at requests to restrict disclosure to [[KYC]], [[credit]], [[compliance]] and onboarding teams. | ||
===[[Affiliates]], ''qua'' affiliates=== | |||
{{affiliates under nda}} | |||
===Direct contractual liability against disclosees=== | |||
A nonce. Don’t go there: your very first lecture in the law of [[contract]], or [[agency]], should tell you why. The downstream disclosees are not parties to the contract. The contracting party therefore must certainly be liable for their breach of confidence, as if it had breached it directly. That is implied by the chain of contract – since recipients aren’t privy to the contract, the discloser can’t sue them, so it must surely be the contracting party’s responsibility to ensure that persons to whom it gives the information do not misuse it, and accept liability for their actions if they do. | |||
A fundamental truth, alas not recognised by many [[In-house lawyer|in-house legal eagles]]: ''you can’t absolve yourself of your own contractual obligations just by delegating them to someone else''. | |||
===Conditions=== | ===Conditions=== | ||
{{regulator requests}} | {{regulator requests}} | ||
{{sa}} | {{sa}} | ||
*{{confiprov|Permitted disclosure}} | *{{confiprov|Permitted disclosure}} | ||
*{{confiprov|Disclosure to regulators}} | |||
{{ref}} | {{ref}} | ||