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CAUTION: An affiliate of a contracting party might be bound by the contract if the contracting party — or its signatory — controls the affiliate and the contract states that the contract is to benefit the affiliate. Both the complaint and Pappas's affidavit opposing the motion to dismiss portray Tzolis as uncooperative and intransigent in the face of plaintiffs' preferences concerning the sublease. (b) The Agreement in itself does not obligate either party except to the extent indicated otherwise. That agreement called for the retailer to order solar-panel products from the manufacturer at stated prices. Limiting disclosures by the Receiving Party to a need-to-know basis is pretty standard in confidentiality provisions.

(Of course, any given affiliate might want to negotiate its own deal.) In that situation, consider doing the following: CAUTION: When using a master agreement, it's best for any subsequent contracts to expressly state that the master agreement's terms are to control. The master agreement prescribed the exact language that a statement of work was required to include to incorporate the master agreement by reference: Barkley shall performfor [Gabriel Brothers] certain services which shall be agreed to by the parties on a project-by-project basis . That's because, in a particular transaction, the parties might thoughtlessly (or intentionally) use a different form instead of one matching the exhibit. (See also the discussion in the Annotations concerning the secrecy requirement for information to be treated as confidential.) Sub­div­i­sion (2): Protected Disclosure Period: A receiving party wouldn't want to be ambushed by claims that disclosed information was supposedly secret when the information was first provided to the receiving party long after the agreement was signed — by which time the parties' business people might well have forgotten that their companies still technically had a confidentiality agreement in place. (a) During the Authorized-Use Period, but not afterwards, the Receiving Party may make copies and excerpts of Confidential Information, solely to the extent reasonably necessary for use or disclosure permitted by the Agreement.

That, in turn, might give rise to a dispute over whether the master agreement's terms applied to that transaction. A receiving party might want to request an even shorter disclosure period such as (for example) the expected duration of a negotiation, plus perhaps a safety margin. (b) The Receiving Party must ensure that any such copy or excerpt is marked, with reasonable prominence, as the Confidential Information of the Disclosing Party.

An easy way to do this is to pre-negotiate a "master" agreement that can be incorporated by reference into other contracts. I'm on the fence about that one: My own preference is often to be silent on this point in the master agreement, so that the parties will have to remember to expressly incorporate the master agreement by reference. (4) Upon request by the Receiving Party, accompanied by (and/or supplemented with) reasonable supporting documentation, the Disclosing Party will reimburse the Receiving Party for all reasonable expenses incurred in providing the cooperation referred to in sub­div­i­sion (1), including for example reasonable attorney fees. (b) In the interest of promoting the prompt identification and correction of possible violations of law or regulation, the Receiving Party is strongly urged to promptly advise the Disclosing Party of any facts, material to the Disclosing Party or to the relationship between the Disclosing Party and the Receiving Party, that would be contained in any report or disclosure referred to in sub­div­i­sion (a)(1). This legislation followed fierce assertions by several U. Government agencies that a company may not even arguably discourage, let alone prohibit, the company's employees from disclosing whistleblower information to the agencies.

EXAMPLE: a company signs a master purchase agreement. My guess is that they'll be more likely to remember to do that than to research whether any previously-negotiated master agreement still applies. (A jury, though, held the customer liable for damages for breaching a subsequent [oral? (c) For the avoidance of doubt, this sec­tion 6.1.4.3 does not authorize any disclosure Confidential Information that does not qualify as a Compulsory Legal Demand (for example, a discretionary filing under the securities laws). Subdivisions (a)(1)(A) through (a)(1)(D) have in mind the (U. For example, in 2015 the Securities and Exchange Commission went after well-known government contractor KBR for this; the contractor agreed to the entry of a cease-and-desist order and to pay $130,000 settlement.

The manufacturer and customer needn't bother negotiating the wording for those responsibilities. A requirement like this can be handy if the Receiving Party will be dealing with information whose distribution is restricted by law, for example personal health information or export-controlled information. The obligations of sec­tion 6.1.3 apply only during the Confidentiality-Obligation Period; during that time, though, those obligations will continue to apply to all Specimens of Confidential Information, even after any termination or expiration of the Agreement. of Confidential Information is any copy of, and any physical object embodying, Confidential Information — for example, any paper- or electronic copy and any specimen of hardware — where the copy or physical object is in the possession, custody, or control of: (i) the Receiving Party, and/or (ii) any individual or organization to which the Receiving Party made Confidential Information accessible.

Instead, they likely will "order from the menu" of the INCOTERMS 2010 publication: By specifying a standardized three-letter abbreviation — DDP, EXW, or whatever — the parties can quickly signal which of that publication's pre-defined terms and conditions they wish to use. This provision uses a prudent-measures standard instead of an absolute obligation. Disclosing parties will normally be reluctant to agree to a fixed confidentiality period. (b) IF: The Disclosing Party makes a seasonable written request following any termination or expiration of the Agreement; THEN: except as provided in sections 6.1.3.8 and (if applicable) 6.2.22, the Receiving Party will promptly: (1) return Specimens of Confidential Information to (i) the Disclosing Party, or (ii) another individual or organization designated in writing by the Disclosing Party; and (2) subject to sec­tion 6.1.3.9 (if applicable), destroy any Specimens not returned.

[THIS SECTION IS BEING EXTENSIVELY "REMODELED" so that all the drafts are similar in format to the short-form confidentiality agreement. That would provide the receiving party with a bright-line sunset date as well as providing the disclosing party with a year or two of safety margin. (b) For the avoidance of doubt, any Specimen of Confidential Information not returned or destroyed remains subject to the Confidentiality Obligations.

] [NOTE: Don't rely on the drafts below as a substitute for legal advice about your specific situation. If the receiving party's confidentiality obligations are allowed to expire, the disclosing party might there­after find it difficult — or, more likely, impossible — to convince a court to enforce any trade-secret rights in the relevant information. A receiving party might find it to be tremendously burdensome and expensive to try to return or destroy all copies of a disclosing party's confidential information, even those in emails, backup systems, etc.

Imagine that a German widget manufacturer and an American customer are negotiating an order. "This corroboration requirement for testimony by an interested party is based on the sometimes unreliable nature of oral testimony, due to the forgetfulness of witnesses, their liability to mistakes, their proneness to recollect things as the party calling them would have them recollect them, aside from the temptation to actual perjury." Trans Web LLC v. See, e.g.: At all times during the Confidentiality-Obligation Period, the Receiving Party must not disclose, use, or copy Confidential Information, in whole or in part, except as expressly provided in the Agreement. A receiving party likely would not want to take on the higher burden of entering into a fid­u­ci­a­ry relationship with the disclosing party.

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