Non Circumvention Agreement New York
Goodrich had contacted Vector as a potential source of financing for acquisitions by a Goodrich client (“Treasurer”) in the treasury management industry. They said the NDA, which prohibited Vector from using Goodrich`s “confidential information” for purposes other than exploring business opportunities in the liquidity management sector in which Treasurer and Goodrich participated. The NDA also contained a “non-circumvention provision” which provided that Vector “in violation of an agreement between the parties after the date of the agreement, did not circumvent Goodrich, avoid, bypass or circumvent, in order to avoid payment of royalties” as soon as this agreement was signed by all parties, the aggrieved party will be liable for the penalties up to the amount that would have been received by the unveiling party had the contract not been breached. and, in some cases, even more. A recent decision by the U.S. District Court for the Southern District of New York shows why companies should exercise caution when entering into confidentiality and confidentiality agreements. A lawyer can help you check if additional and specialized exceptions may be appropriate for your specific agreement. The decision of Goodrich Capital LLC v. Vector Capital Corporation is a warning to companies that enter into confidentiality agreements without understanding the extent of the activities that are hampered by these agreements. Legal fees are often overlooked in poorly crafted agreements.
Without them, the dominant parties are liable for their own legal fees, which are likely to represent a heavy financial burden and, therefore, a deterrent effect on the application of their rights. This language obliges all companies related to the recipient and the publishing party to the terms set out in this agreement. This prevents a possible “escape.” In the absence of a language of survival, all obligations end with the termination or expiry of this contract. 3. Non-disclosure of confidential information. The recipient uses confidential information only for the purpose of evaluating the potential transaction. The recipient undertakes to maintain confidential information in trust and trust for a period of three (3) years from the date of execution. The recipient does everything in its power to keep confidential information confidential and does not transmit any of the confidential information to another person, provided that the recipient can provide confidential information to the recipient`s representatives who must know it for the purposes of evaluating the potential transaction and who agree to keep it confidential. The recipient will not disclose or authorize this confidential information and the recipient is solely responsible for anyone who receives confidential information from the recipient or by the recipient`s representatives. The recipient cannot, in any other way, allow this confidential information to be available or accessible, stored electronically or otherwise, published, distributed, transmitted or communicated in any form to third parties. Without limitation of these obligations, all confidential information is protected with the utmost care in order to avoid disclosure and, where possible, is kept flawless and virus-free.
The recipient must not admit or allow this confidential information to be deliberately or negligently misused or used by the recipient or the recipient`s representatives for his own benefit or for the good of others (directly or indirectly through independent research, reversal, decompilation or other means) for one`s own benefit or for the benefit of others, except in the context of discussions and meetings between the revealing party and the recipient of acts or acts that results or are related to it.