Non-Disclosure Agreement, NDA
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Martin Cowen
Jun 20, 2022, 4:23:50 PM6/20/22
to lnc-business
This document was drafted by a lawyer with the usual lawyer's skill to obscure all understanding. I am a lawyer of 47 years. I do not know what I am signing though sign I will because I want to play with you guys/gals.
What am I agreeing not to disclose, please? Information contained on our 20-e-mails per day LNC-Business Google Group, or what?
I am aware of no secrets that have been shared with me. Will the secrets you will be sending me be marked "Secret?"
May I disclose, for example, to my Region 2, if, when, and how much, upon the payment of our line of credit?
I understand that no one is competent to answer these questions and ~should not~ because the answers could be used in some future imaginary litigation, but at least tell me if the information on the LNC-Business Google Group is "secret" and if so, what part?
Yes, I am annoyed by this.
Martin Cowen
Region 2 ALT
Angela McArdle
Jun 20, 2022, 4:26:03 PM6/20/22
to lnc-business
Reasonable questions. I"ll chat with Oliver about it this week.
Angela McArdle, Chair
Libertarian National Committee
Secretary LNC
Jun 20, 2022, 4:41:02 PM6/20/22
to lnc-bu...@lp.org
Nothing on the official list is secret - any member of the public can read it.
___________________________________________________
In Liberty, Caryn Ann Harlos
LNC Secretary and LP Historical Preservation Committee Chair ~ 561.523.2250
Dave Benner
Jun 21, 2022, 6:51:09 PM6/21/22
to lnc-business, Secretary LNC
After reviewing the agreement, I echo the concerns expressed by Martin above. I want to abide by the general terms to safeguard confidential information, however I would expect all information deemed as such to be properly labeled as such to distinguish it from information can be made public. The current wording does not seem to to provide such a requirement.
I would sign this but with a signing statement expressing the above attached. It seems to me nearly impossible to assign moral culpability for breeches if individual parties are not made aware that information they are exposed to is confidential.
Kathy Yeniscavich
Jun 21, 2022, 7:32:00 PM6/21/22
to lnc-bu...@lp.org
I too have a number of issues. Generally the agreement seems more suited to a business than a board relationship. Specifically, I do not see a definition of “confidential” except to circle back to the “stated purpose, which also does not define the nature of what is confidential, leading it open to interpretation. Lastly I am wondering who qualifies as a Discloser (staff, members, consultants, etc.) or is this also open ended. I have no problem signing an NDA, I just would like to understand what I am signing.
Kathy Yeniscavich
Region 1 Alternate, Libertarian National Committee
Martin Cowen
Jun 22, 2022, 10:32:37 AM6/22/22
to lnc-business, Kathy Yeniscavich
Take a look at this amazing example of legal writing from paragraph 5, "Procedures."
"Failure on the part of Discloser to correctly identify as confidential any specific item or items of information furnished to Recipient shall neither constitute a waiver of confidentiality under this agreement nor release Recipient from any obligation to protect the confidentiality."
Read it again.
It says that if the Discloser, by mistake, labels something "not secret," the Recipient must still protect it as a secret! The Recipient must be clairvoyant and cannot rely upon the Discloser's labeling.
Note also, that there is ~no~ provision anywhere in the document requiring the Discloser to mark anything confidential.
This is an abomination, in my opinion.
Martin
Secretary LNC
Jun 22, 2022, 12:35:05 PM6/22/22
to lnc-business, Kathy Yeniscavich
It is a truth, universally acknowledged, that an NDA in want of clear and precise language, will have a love affair with obscurity.
Forgive me Jane Austen, for I have sinned.
___________________________________________________
In Liberty, Caryn Ann Harlos
LNC Secretary and LP Historical Preservation Committee Chair ~ 561.523.2250
Donavan Pantke
Jun 22, 2022, 1:00:25 PM6/22/22
to lnc-business
So you're saying that an NDA refuses to disclose its own terms?
That seems to jive with my understanding of them over the last decade. :)Region 7 Alternate
Martin Cowen
Jun 22, 2022, 1:12:17 PM6/22/22
to lnc-business
Hilarious!
Thanks.
Martin Cowen
LNC Region 2 ALT
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