Certification - NDA Provision: Difference between revisions

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What this clause does — well, search me. If you certify falsely that you have destroyed the information when you haven’t, then what? Is that any more egregious breach of the {{t|contract}} than not having destroyed it as directed in the first place? Is the measure of damage different? No. Are you any more able to prove any breach or loss? No.
What this clause does — well, search me. If you certify falsely that you have destroyed the information when you haven’t, then what? Is that any more egregious breach of the {{t|contract}} than not having destroyed it as directed in the first place? Is the measure of damage different? No. Are you any more able to prove any breach or loss? No.


But will the requirement, down the line, for some warm body in your organisationto certify that some information ''has'' been destroyed or put beyond practical use send people scuttling for exits, leaping into laundry baskets, planking, and painting the soles of their feet yellow and hiding upside down in custard? It most certainly will. “I can’t certify that!” the [[general counsel]] will wail. “How am I supposed to know what it’s been full destroyed? [[chicken licken|The sky will fall in on my head]] if I certify this and it hasn’t!”
Your confi negotiator has a free option now to create paranoid mayhem among senior people who should know better at some unstated point in the future. This should gladden her heart. The requirement, down the line, for some warm body in your organisation to certify that secret squirrel information, which as far as anyone knows was sent by email and propagated through inboxes, sent items, [[email canoe]]s and cloud servers in 74 different jurisdictions, ''has'' been destroyed or put beyond practical use will send normally sober people scuttling for exits, leaping into laundry baskets, planking, and painting the soles of their feet yellow and hiding upside down in custard.  
 
“I can’t certify that!” the [[general counsel]] will wail. “How am I supposed to know what it’s been full destroyed? [[chicken licken|The sky will fall in on my head]] if I certify this and it hasn’t!”
 
For a cynic, this is an edifying sight. It tends to confirm one’s careful, lengthily cultivated prejudices.

Revision as of 11:20, 3 March 2020

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

The OneNDA clause
Template:OneNDA Certification view template

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What this clause does — well, search me. If you certify falsely that you have destroyed the information when you haven’t, then what? Is that any more egregious breach of the contract than not having destroyed it as directed in the first place? Is the measure of damage different? No. Are you any more able to prove any breach or loss? No.

Your confi negotiator has a free option now to create paranoid mayhem among senior people who should know better at some unstated point in the future. This should gladden her heart. The requirement, down the line, for some warm body in your organisation to certify that secret squirrel information, which as far as anyone knows was sent by email and propagated through inboxes, sent items, email canoes and cloud servers in 74 different jurisdictions, has been destroyed or put beyond practical use will send normally sober people scuttling for exits, leaping into laundry baskets, planking, and painting the soles of their feet yellow and hiding upside down in custard.

“I can’t certify that!” the general counsel will wail. “How am I supposed to know what it’s been full destroyed? The sky will fall in on my head if I certify this and it hasn’t!”

For a cynic, this is an edifying sight. It tends to confirm one’s careful, lengthily cultivated prejudices.

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