I’ve uploaded a new version of the confidentiality-agreement template. It reflects the following not-earth-shattering changes:
@bradleybclark pointed out that in one bit of questionnaire guidance I had repeated a few words a few words.
Thanks to another user, I learned that in one integrated definition the defined-term parenthetical was missing the closing quotation marks and closing parenthesis. (When you’re dealing with a complex template, it’s easy to miss something that looks glaringly obvious in the output document.)
And @timhadley thought the following overly broad (the brackets indicate language that’s specific to Tim’s output document):
Nondisclosure of Restricted Information. [The Company] shall not disclose to [the Consultant] or any of [its] Representatives any information if [the Company] has a duty to any other Person to keep that information confidential or is required by law to keep that information confidential.
So I came up with the following:
Nondisclosure of Restricted Information. [The Company] shall not disclose to [the Consultant] or any of [its] Representatives any information if doing so would cause [the Company] to breach a duty to any other Person to keep that information confidential or would cause [the Company] to violate any law or any order of a Government Body.
Although I can’t promise perfection, I can promise vigilance, as well as tweaks that aim for perfection. Users, keep that feedback coming.
Great news on the new template! I am impressed with and hope to model your dedication to continuous improvement.
By the way, Ridacto could help catch the unmatched quotes and parenthesis that you ran across. As you say, it’s one of those pesky little syntax things that’s hard to catch on quick review (and Ridacto has been designed to help with things just like that).
Max: I suspect Ridacto would have had a tough time spotting the missing quotation mark and parenthesis amid all the ContractExpress markup, but the only way to know would be to try. The output document is a different matter—you’d have had to be blind to miss those glitches in the output document. Ken
Yeah, I meant the output. I’m sure the CE markup is complex.
Your redraft seems to set up a condition which if met prohibits the Company from disclosing “any information” to the Consultant or its Representatives — any information whatever. My suggestion:
Nondisclosure of Restricted Information. [The Company] shall not disclose information to [the Consultant] or any of [its] Representatives, if the disclosure of that information would cause [the Company] to (a) breach a duty to any other Person to keep that information confidential or (b) violate any law or any order of a Government Body.