Word of the Month for December 2016: Confidentiality Agreement

Have you ever had a conversation with someone and in the middle they say, "Don't tell anyone but...." and they proceed to tell you something that they probably shouldn't have told you (or anyone, for that matter)?  I get that all the time.  "Don't tell anyone but...." is the relief valve installed to help people who can't keep a secret.  I suspect the person they heard it from told them the same thing.  Things I've been told as a librarian (but was told not to tell anyone include stories beginning with:

• Don't tell anyone, but I was just indicted for securities fraud
• Don't tell anyone, but I just filed for bankruptcy to get out paying for my car
• Don't tell anyone, but I'm having a sordid affair with the milkman
• Don't tell anyone, but I served time for violation of California Penal Code 288.7
• Don't tell anyone, but I killed my neighbor's avocado trees with polyphagous shot hole borer beetles

Great stories all but maybe not something people you want floating out in la la land for anyone you hear.

Really, if I'm not supposed to tell anyone, why are you telling me?!  Of course, this all brings us to our word of the month: CONFIDENTIALITY AGREEMENT.  According to Black's Law Dictionary, a CONFIDENTIALITY AGREEMENT is:

a promise not to disclose trade secrets or other proprietary information learned in the course of the parties' relationship.  Confidentiality agreements are often required as a condition of employment. Also termed nondisclosure agreement.

So, let's see how this works.  Say you (the plaintiff) just won a settlement.  The other side (the defendant) doesn't want everyone to know 1) that they lost or 2) how much they are having to pay you.  Of course, this reminds me of the Snay case where dad told daughter about his settlement and daughter bragged on Facebook - resulting in dad having to give all the money back because dad breached the agreement (i.e. he told someone about the settlement).  Settlement agreements can be simple, like:

The Parties agree to keep the terms of this agreement confidential. For the purpose of this agreement, “confidential” means that the facts and issues of the underlying complaint and the existence and terms of this agreement shall not be disseminated, discussed, or commented upon to anyone not having a need to know in order to implement the terms of the agreement.

 Or agreements can be complex involving pages and pages of legalese.

Maybe you're in need of nondisclosure agreement?  If so, head over to your local county law library and take a look at:

• 101 Law Forms for Personal Use (Nolo Press)
• AmJur Legal Forms 2d (Thomson Reuters)
• Government Contracts: law, administration, and procedure (Lexis)
• Milgrim on Trade Secrets (Lexis)
• Norton Bankruptcy Law and Practice 3d (Thomson Reuters)
• Fletcher Corporation Forms Annotated (Thomson Reuters)

Yep, there's a whole lot going on that no one needs to know about.  So, if when next you have a secret that you really don't want to get out, you can either not tell anyone (heaven forbid) or get everyone you tell to sign a contract that they really won't tell anyone, but...