Certification - NDA Provision

NDA Anatomy™ JC’s guide to non-standard confidentiality agreements. For the OneNDA, see the OneNDA Anatomy →Go uptown The OneNDA clause Template:OneNDA Certification view template Resources: Confidentiality agreement | Confi — Led Zeppelin style | GDPR | Copyright vs. confidence | OneNDA | Common terms | Certification | Confidential information | Confidentiality obligation | Derived information | Disclosed information | Discloser | Exclusivity | Indemnity | No licence | Non-solicitation | Permitted disclosees | Permitted disclosures | Procure compliance | Purpose | Receiver | Remedies | Reps and warranties | Return of information | Term of confidentiality | Index: Click ᐅ to expand: Confidentiality OneNDA Tell me more Sign up for our newsletter — or just get in touch: for ½ a weekly 🍺 you get to consult JC. Ask about it here.

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.

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? The sky will fall in on my head if I certify this and it hasn’t!”