Consultation on change to RIP interception definition
igb at batten.eu.org
Wed Nov 17 09:01:19 GMT 2010
> For instance, I've signed many an NDA that requires me to impose conditions of confidentiality on third parties where I have a power to do so. I can quite see a court saying that if a third party, who was familiar with NDAs, came into possession of confidential information from me, knew that it was likely to be under NDA and I failed to impose said conditions on that third party, that a condition of confidentiality ought to have reasonably been inferred by said third party and therefore they a duty under the NDA contract despite not being a party to it.
I'd be stunned if that line of reasoning were to work. The whole point about NDAs is that they are contracts between two parties. The argument "you" (I realise you're talking specultatively) are advancing is the argument of those crappy confidentiality boilerplates on email: that you should be obligated to someone else's confidentiality agreement in the event that they fail to deal with it themselves. Confidentiality is the responsibility of the parties involved in the NDA, and no-one else.
In your hypothetical scenario, the problem resides with you: you signed a contract saying you wouldn't disclose information to people on whom you did not impose a similar agreement, and you failed. The people you signed the NDA with don't need to piss about suing third parties with speculative arguments, they can just sue you for breaching the NDA.
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