Procure compliance
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NDA Anatomy™
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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 marshaling 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
- Remedies for breach of confidence
- Privity of contract
- The unfairly unloved Contracts (Rights of Third Parties) Act 1999
References
- ↑ 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.