I gave a confidentiality agreement to a contractor. He signed and dated it two days after the stated effective date. Which date takes precedence if there is an abrogation?
3 Answers from Attorneys
Any attorney will say the date of signing usually controls, unless the agreement provides otherwise. Consult with an attorney in your area for specifics.
Kevin B. Murphy, B.S., M.B.A., J.D. - Mr. Franchise
I disagree. The question said the agreement does provide otherwise. If a secrecy agreement has a stated "effective date" and a different later signing date, the effective date is the date the agreement took effect, unless your signer can prove a contrary understanding existed that date of signing would govern. The signing date is the date on which the parties indicated by signing that they agreed that the stated "effective date" is when the agreement took effect. This is often the case with secrecy agreements, since many are done after the disclosure and are intended to be retroactive to cover the disclosure. However, you use the term "abrogation" which is a finding that the agreement has no effect as if it was non-existent, in which case it was not effective on either date and your question would be irrelevant. I suppose you really meant "breach" or "violation", and presumably either the disclosure of information or the breach of secrecy, or both, occurred during the two day interval between effective date and signing, as otherwise why ask the question in the way you asked it? I am a Missouri attorney (and Illinois) practicing in St. Louis and SW Illinois, so call so I can get from you a clearer statement of the facts if you want accurate advice.
The parties apparently agreed that the Agreement would be effective as of the Effective Date, although it was not fully executed until after the Effective Date.
While the Agreement did *not* come into effect until fully executed (e.g. on June 20), when it did come into effect on that date, it did so "As Of" the earlier Effective Date (e.g. as of June 18). Thus, actions taking place on the 18th and 19th would be subject to the restrictions of the Agreement, a result which might not obtain otherwise.
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