Today I noticed this tweet:
VCs: "don't you dare send an NDA before meeting with us or you're a joke. ideas are worthless."
Also VCs: "welcome to our office please use this nice iPad to sign a one-way NDA. our ideas are worth everything." pic.twitter.com/U8kxkTNcRM
— Jonathon Barkl (@jonathonbarkl) January 29, 2020
As a fan of found contract text, I had a look at this introductory clause. It’s traditional dreck, but it also allows me to make a point I haven’t made before: If you create a collective defined term (let’s assume it’s for referring to individuals or entities), don’t define it in the singular with the definite article the (to use the example in the tweet, the “Discloser”).
The problem with this practice is that masks that each time you refer to the collective defined term, you’re not referring to a single person but to multiple persons.
There’s no avoiding the potential for confusion when you use a collective defined term, even in the plural. For example, does Acme shall notify the Shareholders mean Acme must notify each shareholder, or are the shareholders acting collectively? But there’s no point in adding to the confusion.
