My Name Is Ken Adams, and I’m an “Any” Addict

[Updated April 14, 2012: I’ve uploaded a new version of the template. Besides the changes mentioned below, I also belatedly fixed an annoying numbering glitch lurking in the first subsection of the “Notices” provision of the “BasicWord” version of the template. (“Listnum,” anyone?) I apologize for the inconvenience that has doubtless caused some of you.]

Yesterday an interested observer sent me suggested fixes to a confidentiality agreement he had generated using Koncision’s confidentiality-agreement template. What stood out was how he had been able to get rid of lots of instances of the word any (and, analogously, one instance of the word all).

Here are some examples, with deletions in strikethrough and additions in brackets:

… the Licensee shall not (1) disclose any Confidential Information except as contemplated in this agreement or (2) use any Confidential Information other than for evaluating the Proposed Transaction.

Confidential Information” means … any information (other than Excluded Information) relating to …

Derived Information” means all information (including notes, analyses, compilations, and summaries) that is in writing or embodied in any [an] electronic medium

Excluded Information” means … other than any personally identifiable information, information that is or becomes public …

Government Body” means (1) the government of any [a] country or of any [a] political subdivision of any [a] country, (2) any [an] instrumentality of any such government, (3) any other individual, entity, or organization authorized by law to perform any executive, legislative, judicial, regulatory, administrative, military, or police functions of any such government, or (4) any [an] intergovernmental organization.

… for any information to constitute Confidential Information …

Most of those changes are due to my not having adjusted to reflect that I was dealing with a mass noun, namely “information,” rather than a count noun. But others are due to plain old thoughtlessness.

My newfound respect for restraint in using any is a good example of how, no matter how attentive you are as a drafter (or indeed writer of any sort), you’re going to miss some stuff unless someone points it out to you.

I’ll shortly be uploading a new version of the template revised to reflect these and other modest fixes proposed by my correspondent. I thank him for his input. Thus does Koncision march onwards, incrementally, to some distant notion of perfection.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.