Procure compliance - NDA Provision: Difference between revisions

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{{confianat|Procure compliance}}Strolling right over to the [[chicken-licken]] bucket of sky and dunking your head in it, is this: Those {{confiprov|necessary recipient}}s to whom you have given {{confiprov|confidential information}}; you must also impose on them an [[equivalent]] duty of confidence to ''you'' (you know, ''[[mutatis mutandis]]'' and all that jazz) and [[procure]] that they comply with that agreement and even, in some magnificent marshaling of the latent powers of [[concurrent liability]], have the {{confiprov|necessary recipient}}s accept a parallel [[Non-contractual obligation|non-contractual]]<ref>Because no {{t|contract}}, see?  No [[Privity of contract|privity]]. Perhaps this is another use case for our old friend the much hated, but really quite useful if you use your imagination [[Contracts (Rights of Third Parties) Act 1999]].</ref> [[duty of care]] directly to the {{confiprov|Discloser}}, and for the trifecta, agree to enforce your obligations against this poor sap at the direction or request of the {{confiprov|Discloser}}.
{{sman|nda||Procure compliance}}
 
A calmer mind might reassure the poor, paranoid {{confiprov|discloser}} that if the {{confiprov|necessary recipient}} does go commando, the {{confiprov|discloser}}’s main interest ought to be suing the crap out of ''you'', the person to whom it entrusted the confidential information in the first place, rather than ferretting down contractual chains it doesn’t know or understand.
 
Of course the real problem is, most likely, the {{confiprov|discloser}} won’t have suffered actionable [[loss]] at your — or the necessary recipient’s  — hands in any case. But let’s leave that sleeping elephant in the room lie for now.
 
{{ref}}

Latest revision as of 15:16, 6 June 2024

NDA Anatomy™
JC’s guide to non-standard confidentiality agreements.
For the OneNDA, see the OneNDA Anatomy

A Jolly Contrarian owner’s manual™

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NDA

Overview

Template:Nda Procure compliance comp

Summary

Strolling right over to the chicken-licken bucket of sky and dunking your head in it, is this: Those necessary recipients to whom you have given confidential information; you must also impose on them an equivalent duty of confidence to you (you know, mutatis mutandis and all that jazz) and procure that they comply with that agreement and even, in some magnificent marshalling of the latent powers of concurrent liability, have the necessary recipients accept a parallel non-contractual[1] duty of care directly to the Discloser, and for the trifecta, agree to enforce your obligations against this poor sap at the direction or request of the Discloser.

A calmer mind might reassure the poor, paranoid discloser that if the necessary recipient does go commando, the discloser’s main interest ought to be suing the crap out of the receiving party to whom it entrusted the confidential information in the first place, rather than ferretting down contractual chains it doesn’t know or understand and shouldn’t really care about.

Of course, the real problem is, most likely, the discloser won’t have suffered actionable loss at your — or the necessary recipient’s — hands in any case. But let’s leave that sleeping elephant in the room to lie for now and address that on the remedies for breach of confidence page.

See also

References

  1. ↑ Because no contract, see? No privity. Perhaps this is another use case for our old friend the much hated, but really quite useful if you use your imagination Contracts (Rights of Third Parties) Act 1999.
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