A Non-Disclosure Agreement or NDA (and sometimes it’s labeled as a Confidentiality Agreement, Secrecy Agreement, Confidential Disclosure Agreement or similar) is an agreement to maintain in confidence and not disclose to a third party or use for any purpose other than as specified (typically a contemplated transaction of one sort or another), information received or learned from the other party(ies).
As someone who has practiced as an inhouse lawyer I have thought often about what it takes to be a good, or as I think of it “effective” inhouse counsel, and by effective I mean in the Peter Druker sense, as a company counsel and risk manager who adds value to his/her organization by getting the right the things done. Over time I have jotted down those thoughts and tried to employ them in my chosen craft.
The blackest of black swan events, a pandemic pestilence has descended upon us. Beyond our immediate focus on the health and well being of family, friends and each other, what of the legal implications for commercial contracts? While government, businesses and all of us do what we can to “flatten the curve” of the outbreak, those actions, by design, will have the effect of slowing up, if not seizing up economic activity for some period of time. If you are under a contract to deliver 100 widgets to a customer, have purchased materials to build the widgets, but now will be delayed indefinitely due to the virus, with the customer signaling that it does not need the widgets at all because of the pandemic, what will be the outcome?
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