Permitted Receivers - OneNDA Provision: Difference between revisions

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Permitted Receivers - OneNDA Provision (view source)

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*Employees who don't have a [[need to know]]: Especially those employed in front office trading capacities. The [[agent lending]] market has developed sophisticated masking strategies so that borrower’s books and records don’t carry the identities of their principals. If you are in the business of bringing in new clients don’t be alarmed at requests to restrict disclosure to [[KYC]], [[credit]], [[compliance]] and onboarding teams.
*Employees who don't have a [[need to know]]: Especially those employed in front office trading capacities. The [[agent lending]] market has developed sophisticated masking strategies so that borrower’s books and records don’t carry the identities of their principals. If you are in the business of bringing in new clients don’t be alarmed at requests to restrict disclosure to [[KYC]], [[credit]], [[compliance]] and onboarding teams.
===[[Affiliates]], ''qua'' affiliates===
===[[Affiliates]], ''qua'' affiliates===
It is a kind of obsession amongst a certain kind of [[legal eagle]] — usually, the same sort that will hotly insist on a [[counterparts]] clause — that one define elaborately the sorts of [[affiliate]]s who may have possession of your counterparty’s innermost secrets. We at the JC have never really understood this. Why should it make a difference that a person whom you want to spill the beans to happens to be employed by a >51% related, or co controlled, or parent or childe — go on, shoot me — company? If you get “permitted disclosees” right — namely those with a legitimate need-to-know the information, who accept it with an equivalent degree of confidence, and for whom the contracting principle remains responsible, should they violate that confidence — then it really doesn’t matter if they are affiliates or not.
{{affiliates under nda}}
===Direct contractual liability against disclosees===
===Direct contractual liability against disclosees===
A nonce. Don’t go there: your very first lecture in the law of [[contract]], or [[agency]], should tell you why. The downstream disclosees are not parties to the contract. The contracting party therefore must certainly be liable for their breach of confidence, as if it had breached it directly. That is implied by the chain of contract – since recipients aren’t privy to the contract, the discloser can’t sue them, so it must surely be the contracting party’s responsibility to ensure that persons to whom it gives the information do not misuse it, and accept liability for their actions if they do.
A nonce. Don’t go there: your very first lecture in the law of [[contract]], or [[agency]], should tell you why. The downstream disclosees are not parties to the contract. The contracting party therefore must certainly be liable for their breach of confidence, as if it had breached it directly. That is implied by the chain of contract – since recipients aren’t privy to the contract, the discloser can’t sue them, so it must surely be the contracting party’s responsibility to ensure that persons to whom it gives the information do not misuse it, and accept liability for their actions if they do.
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