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who here is studying in law again?


alexstream
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I have a wording question, my english is at lost there:

one party takes a unilateral confidentiality obligation towards the other....

that's not a "confidentiality agreement"

that's a "confidentiality commitment"

is it?

does that wording matter at all?

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I am studying law. I am not a lawyer. This is not legal advice. If you are having a legal dispute, you should hire a licensed attorney. (<< Sorry, that's a necessary caveat. Ethical thing.)

But, from what I have learned and experienced, either one is a confidentiality agreement. (This is U.S. law, Canada may be different, but they are likely similar.)

The terminology really is irrelevant, though. If you sign a confidentiality agreement (at a job for instance), then you are bound by the terms of that contract either way, whether or not the other party agrees to keep things confidential is a matter of the particular contract, and its terms. The title of it is semantics. If you want a more complete explanation of the process, let me know, I'm happy to help if I can.

Hope that helps.

Edited by Mils
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american lawyer: (but confidentiality is not my specialty)

I'm a bit confused on your terminology. When you say unilateral, you mean that only one party is pledging to keep the info confidential, not that the pledge was given without consideration?

In US law, Person A and person B cannot enter into an enforceable unilateral contract. Unilateral contracts are limited to situations where person A unilaterally makes a promise to act if some other person acts. When that other person acts, there is consideration and by acting has essentially entered into a bilateral contract with A.

I assume that you mean person A gives a job (or $10,000) and person B agrees to shut up. At US law, we'd call that a confidentiality agreement. Based on the little I've actually studied on this issue, you don't need to say "unilateral confidentiality" as most of these are one way streets anyways.

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I am studying law. I am not a lawyer. This is not legal advice. If you are having a legal dispute, you should hire a licensed attorney. (<< Sorry, that's a necessary caveat. Ethical thing.)

But, from what I have learned and experienced, either one is a confidentiality agreement. (This is U.S. law, Canada may be different, but they are likely similar.)

The terminology really is irrelevant, though. If you sign a confidentiality agreement (at a job for instance), then you are bound by the terms of that contract either way, whether or not the other party agrees to keep things confidential is a matter of the particular contract, and its terms. The title of it is semantics. If you want a more complete explanation of the process, let me know, I'm happy to help if I can.

Hope that helps.

Mils, I'd generally agree with you on the issue of semantics - the terms of the contract control. However, you want to make sure that your terminology is clear throughout and clarifying language is no excuse to be inexact elsewhere. Belt-and-suspenders is always important and you don't want to end up putting in extra words that someone else could use to improperly construe your intended meaning. Obviously, of course, I am being obtuse and it wouldn't matter whether you called the contract and agreement or a commitment... but I'd definitely make sure to show that there is an exchange of obligations.... a peppercorn would be enough.

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Mils. as a lawyer, every little word matter. wording is of the essence. so it's not "trivial" :P

as far as that topic is concerned though:

Simonus thanks! I was totally off based with my "common law" (american / canadian law)... Although I am working in civil law (Quebec) I totally disregarded that fact.

Worse thing is that my agreement starts with the statement about consideration, yadayada... so it is an agreement...

my beef was mainly because the french version was written as a letter, as a pledge if you may... so i tried to stay true to that while translating... but when you translate, even if you are still in civil law... a so called pledge (that can be made without consideration) is still called an agreement, although, in french, a pledge is a pledge and an agreement is more like a contract.

you also reminded me how much I loved common law... oh my. is it warm where you live? is there any vacancy in your firm? :P

joys of US as a lawyer :

-2X the salary

-better weather

-if you know hockey, you are automatically THE hockey expert and can host a radio show as "the expert"

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I am studying law. I am not a lawyer. This is not legal advice. If you are having a legal dispute, you should hire a licensed attorney. (<< Sorry, that's a necessary caveat. Ethical thing.)

But, from what I have learned and experienced, either one is a confidentiality agreement. (This is U.S. law, Canada may be different, but they are likely similar.)

The terminology really is irrelevant, though. If you sign a confidentiality agreement (at a job for instance), then you are bound by the terms of that contract either way, whether or not the other party agrees to keep things confidential is a matter of the particular contract, and its terms. The title of it is semantics. If you want a more complete explanation of the process, let me know, I'm happy to help if I can.

Hope that helps.

oh, reread and ok, yeah, the title is irrelevant, however i was consistently referring to the "agreement" and wanted to call that a "commitment (because of the "pledge" from civil law... etc) and i had beef with the fact that you said "terminology is irrelevant" but ... what follows totally make sense because you are still bound, of course...

:P

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Mils. as a lawyer, every little word matter. wording is of the essence. so it's not "trivial" :P

This is very true. haha.

I have no clue about the civil law because the only state that practices it is Louisiana.

Edited by Mils
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Mils, I'd generally agree with you on the issue of semantics - the terms of the contract control. However, you want to make sure that your terminology is clear throughout and clarifying language is no excuse to be inexact elsewhere. Belt-and-suspenders is always important and you don't want to end up putting in extra words that someone else could use to improperly construe your intended meaning. Obviously, of course, I am being obtuse and it wouldn't matter whether you called the contract and agreement or a commitment... but I'd definitely make sure to show that there is an exchange of obligations.... a peppercorn would be enough.

I agree entirely. I didn't mention consideration, and to that end, belt and suspenders is usually not a bad idea, especially for the drafter. Contra proferentum.

Edited by Mils
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