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What is Confidential Information? - OneNDA Provision: Difference between revisions
What is Confidential Information? - OneNDA Provision (view source)
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*'''Deriving new information from [[data]] ''you have accumulated yourself''''': the last case is where the information you’re futzing around with (a) is not [[copyright]]able and (b) wasn’t given to you by your counterparty in the first place but, say, arose as a result of your execution activities while handling that client’s order. This is a right [[broker|brokers]] are unlikely, in this age of big data, to want to give up. | *'''Deriving new information from [[data]] ''you have accumulated yourself''''': the last case is where the information you’re futzing around with (a) is not [[copyright]]able and (b) wasn’t given to you by your counterparty in the first place but, say, arose as a result of your execution activities while handling that client’s order. This is a right [[broker|brokers]] are unlikely, in this age of big data, to want to give up. | ||
===Notes, memoranda and materials ''containing'' {{confiprov|confidential information}}=== | |||
You may see: | |||
:''All notes, memoranda, analyses, compilations, studies and other documents prepared by the Recipient, to the extent they contain {{confiprov|confidential information}} furnished by the Discloser will also be [[deemed]] to be {{confiprov|confidential information}}.'' | |||
Not so fast. If there is stuff in them that is {{confiprov|confidential information}}, it is already captured in your definition. The [[substrate]] in which {{confiprov|confidential information}} subsists is irrelevant. Anything else on those notes, memoranda and analyses ain’t confidential information of the discloser,and may well be ''your'' special sauce that you don’t want the discloser to even know about. | |||
===Written or oral=== | ===Written or oral=== | ||
“[[Written or oral]]” is a favourite [[incluso]] for a mediocre lawyer who can’t think of any other way of “[[adding value]]”. For purely practical reasons, resist the urge to include orally transmitted information. Especially in a service-provider - client relationship, and especially if you are the service provider receiving the information — it gives your client a free, and hard to disprove option to claim anything at all that they want to keep secret is something “I told you, remember?”. It may also interfere with service provider’s ability to claim it had prior possession of the information (and therefore the information is out of scope of the confidentiality obligation altogether). | “[[Written or oral]]” is a favourite [[incluso]] for a mediocre lawyer who can’t think of any other way of “[[adding value]]”. For purely practical reasons, resist the urge to include orally transmitted information. Especially in a service-provider - client relationship, and especially if you are the service provider receiving the information — it gives your client a free, and hard to disprove option to claim anything at all that they want to keep secret is something “I told you, remember?”. It may also interfere with service provider’s ability to claim it had prior possession of the information (and therefore the information is out of scope of the confidentiality obligation altogether). | ||