Confidentiality Agreement: Sports Inn, Essay Example

Sports Inn recently drew up a contract for their Confidentiality Agreement.  This is used when information is presented to another party, and the information is to remain confidential.  The creator of the contract would present this agreement in exchange for a business relationship.  In the case of Sports Inn, it would be used for investors, vendors, or other potential business relationships.  The offeree would then be required to sign the contract as an indication of acceptance.  This takes the personal and legal responsibility and places it on the signer.  “Read it very closely and if it says that YOU agree that the information you provide is not provided in confidence then it means the people you disclose your invention to can blab it anywhere freely–you just agreed to it. If you don’t understand an agreement, or even if you think you do, it won’t be a bad idea to pay an attorney to review it for you and spell out what its clauses mean and whether the attorney believes those clauses are in your best interests or not. You still have to make the sign or don’t sign decision, and accept responsibility for it, yourself.” (White)  Reading the contract over is important because the contract can include different terms.  Verify the survival period; make sure the agreement is not in excess of time.  Determine what information is included as confidential.  Lastly, ensure one has the legal right to disclose the information is requested by the law.

The legal issues associated with Confidentiality Agreements are to protect the originating party’s interest.  “Limits on Information Deemed Confidential. Practically every non-disclosure or confidentiality agreement puts some limits on the type of information that will be deemed confidential. For instance, if the Recipient already knew the information before it was revealed by the Discloser, or if the information was revealed to the Recipient by a third party, that information will not be treated as confidential under the agreement. Other possible limits include information that becomes publicly known, information that is requested by order of a government agency, or information that is independently developed. The Discloser may require a certain level of proof before such information is considered non-confidential.” (Tyvers) The law associated with a Confidentiality Agreement can be mutual or one-direction.  They are intended to protect private information from being used by external parties.  For example, Sports Inn is seeking funding for an expansion.  They have the potential investor sign the agreement to prevent him from taking the idea and implementing it himself.

There is a possible impact on the parties involved in a Confidentiality Agreement.  “Some confidentiality agreements, especially those offered up by potential business partners, will contain restrictions on your engaging in a competitive business (a ‘non-compete’) or on your soliciting or hiring employees, customers, suppliers, etc. (a ‘non-raid’).” (Fromm)  Another concern legally is that they are not always practical to enforce, and often the information it contains is not really confidential.  Essentially making legal actions on such a contract difficult to prove and enforce in the event it is necessary.   Following the guidelines for the Confidentiality Agreement will ensure it is legally enforceable and protect all parties involved. 

References:

Tyvers, Daniel A.  “Confidentiality Agreement”.  Bitlaw, 2012. Web. 1 Dec 2012.

Fromm, Jeff. “The Often-Signed, Rarely Read ‘Confidentiality Agreement’”. Business Law     Strategy, 2012.  Web. 1 Dec 2012.

White, James E.  “Non-Disclosure”.  Idea Rights, 2012. Web. 3 Dec 2012.

The undersigned (“Recipient”), by signing this Confidentiality Agreement (the “Agreement”), agrees to the following provisions, effective as of ___________________, 20 __ (the “Effective Date”).

1. Confidential Information. “Confidential Information” means all non-public, confidential or proprietary information disclosed on or after the Effective Date by Sports Inn (“Sports Inn”), (including its employees, agents, contractors, or representatives) to the Recipient, or to any of Recipient’s employees, agents, contractors, or representatives (collectively, “Recipient’s Representatives“), whether disclosed orally or in written, electronic or other format, and whether or not marked, designated or otherwise identified as “confidential”.
2. Recipient’s Obligations. Recipient shall:
   1. protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Recipient would protect its own confidential information, but in no event with less than a commercially reasonable degree of care;
   2. not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives;
   3. not use any Confidential Information, or permit it to be accessed or used, for any purpose except the purpose for which it was disclosed or in any manner to Sports Inn’s detriment;
   4. immediately notify Sports Inn of any unauthorized disclosure of Confidential Information or other breaches of this Agreement by the Recipient or Recipient’s Representatives;
   5. fully cooperate with Sports Inn in any effort to enforce its rights related to any unauthorized disclosure; and
   6. be liable for any breach of this Agreement caused by Recipient or Recipient’s Representatives.
3. Return of Confidential Information. At Sports Inn’s request, Recipient shall return to Sports Inn all Confidential Information, including all copies, whether in written, electronic or other format.
4. Term and Continuation. This Agreement shall commence on the Effective Date. Recipient’s obligations[and shall expire two (2) years from the Effective Date, provided that either Party may terminate this Agreement at any time by providing written notice to the other Party.] under this Agreement will remain in effect and continue for a period of 5 years from the date after the return of the Confidential Information by Recipient.
5. Remedies. The Recipient acknowledges that Sports Inn will suffer immediate and irreparable harm if Recipient breaches this Agreement and that an adequate remedy at law may not exist for such breach. Therefore, in the event that a breach of this Agreement by the Recipient or any of Recipient’s Representatives occurs or is threatened, in addition to any other remedies to which it may be entitled, Sports Inn shall be entitled to (a) injunctive relief to enforce any provision hereof and to restrain the Recipient or Recipient’s Representative from using or disclosing, in whole or in part, directly or indirectly, any Confidential Information, without the necessity of proof of actual injury, loss or damage, and (b) recovery for damages, losses, and expenses of any nature, including without limitation attorneys’ fees, arising out of, resulting from or otherwise relating to such breach or threatened breach.
6. Waivers. No failure to exercise, delay in exercising, or partial exercise of any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof or preclude any other or further exercise of any other right, remedy, power or privilege.
7. Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio regardless of any conflicts of law principles. If any part or parts of this Agreement are unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is held to be invalid or unenforceable according to a court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision will be construed as so limited.

_______________________

Business Name

By: ________________________

Signature

Its: ­­­­­­­­­­­­­­­­­­­­­­________________________

Title

________________________­

Date