Legal Question in Intellectual Property in New York
I have this Term of Agreement in an NDA:
The obligations of the Recipient set forth herein shall continue for a period of one (1) year from the effective date of disclosure of the Confidential Information, while the remainder of the terms of this Agreement shall survive in perpetuity.
Does this mean my obligations are done after 1 year?
How does the term of agreement work with this clause:
a) The Parties irrevocably agree not to circumvent, avoid or bypass each other, directly or indi- rectly, to avoid payment of or sharing fees or commissions in any transaction or opportunity introduced by the Discloser during the association period.
b) In the absence of any prior written consent pre-dating this Agreement, both Parties agree that they will not seek to engage in any such transaction or opportunity without working through the other Party.
1 Answer from Attorneys
The term of one year pertains to the confidentiality provision. Once that info is disclosed it must remain confidential for one year.
Regards to the non-circumvention clause there is no timeline articulated and the language seems to suggest that the terms are in perpetuity. I think (b) should be more fleshed out and detailed regards to defining what such transaction look like and exactly for how long.
An agreement cannot be reviewed in snippets. If you have concerns about this, I suggest that you consult with a lawyer in private and discuss your concerns and objectives in more detail. You can start by calling around to several for a free phone consultation, get some insights then pick the best fit to work with.
If you would like to discuss further over a free phone consult, feel free to contact me anytime that is convenient.
Our firm is now referred by the American Bar Association (see under the New York section): http://www.americanbar.org/groups/delivery_legal_services/resources/programs_to_help_those_with_moderate_income.html
DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.
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