Legally Required Disclosure-Focused Clause

A Legally Required Disclosure-Focused Clause is a IP-focused risk mitigation clause that addresses confidential information disclosure scenarios where they are due to legal circumstances (such as subpoenas, court orders, or regulatory requirements).

• Context:
  • It can (typically) have Legally Required Disclosure Provisions, such as:
    • Trigger for Disclosure Provisions (which define conditions triggering disclosure).
    • Notice Requirement Provisions (which specify the timing and method of notifying the other party about the disclosure requirement).
    • Cooperation Provisions (which outline how parties should work together to address the disclosure requirement).
    • ...
  • It can (often) have Legally Required Disclosure Provisions, such as:
    • Confidentiality Maintenance Provisions (which detail efforts to maintain confidentiality despite disclosure).
    • Scope Limitation Provisions (which aim to restrict the extent of information disclosed).
    • Legal Challenge Provisions (which address the possibility of contesting the disclosure requirement).
    • Indemnification Provisions (which allocate responsibility for potential damages resulting from disclosure).
    • Survival Provisions (which ensure certain obligations continue after the agreement ends).
    • Legal Requirement Type Provisions (which specify the various legal circumstances that may necessitate disclosure).
    • Procedural Disclosure Provisions (which outline the steps and processes to be followed when a disclosure is required).
    • Protective Disclosure Measure Provisions (which aim to limit the scope and impact of the disclosure).
    • Post-Disclosure Action Provisions (which specify actions to be taken after a disclosure has occurred).
    • Confidential Treatment Request Provisions (which require efforts to obtain confidential treatment from the entity requiring disclosure).
    • Redaction Provisions (which allow for the removal or obscuring of certain information before disclosure).
    • Third-Party Notification Provisions (which address informing other affected parties about the disclosure).
    • Document Return or Destruction Provisions (which specify handling of documents after disclosure).
    • Disclosure Record Keeping Provisions (which require maintaining records of what was disclosed and to whom).
    • Non-Disclosure Agreement Incorporation Provisions (which extend confidentiality obligations to those receiving the disclosed information).
    • ...
  • It can range from being a Simple Legally Required Disclosure-Focused Clause to being a Complex Legally Required Disclosure-Focused Clause (with many legally required disclosure provisions).
  • It can range from being a Raw Legally Required Disclosure-Focused Clause to being an Annotated Legally Required Disclosure-Focused Clause.
  • ...
  • It can be an NDA Clause, ...
  • It can be referenced by a Legally Required Disclosure Contract Guideline (incl. legally required disclosure rule).
  • It can be within an Legally Required Disclosure Article.
  • ...
• Example(s):
  • Standard Legal Compelled Disclosure Clauses (with Trigger for Disclosure Provision, Notice Requirement Provision, Procedural Disclosure Provision, Legal Counsel Disclosure Consultation Provision, Disclosure Request Challenge Provision, Minimum Necessary Disclosure Provision, and Confidential Treatment Assurance Provision), such as:
    • "Legally Required Disclosure. If Licensee becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigation demand or similar process) to disclose any Confidential Information, Licensee will provide CFS with prompt written notice so CFS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event such protective order or other remedy is not obtained, or CFS waives compliance with the provisions of this Agreement, Licensee will furnish only that Confidential Information which is legally required and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed."
  • National Security-Related Compelled Disclosure Clauses (with Trigger for Disclosure Provision, Notice Requirement Provision, Procedural Disclosure Provision, Legal Counsel Disclosure Consultation Provision, Disclosure Request Challenge Provision, Minimum Necessary Disclosure Provision, and Confidential Treatment Assurance Provision), such as:
    • "Recipient may disclose Confidential Information as required by national security laws, limiting disclosure to the minimum necessary and notifying Discloser if legally permitted."
  • Public Health Emergency Compelled Disclosure Clauses (with Trigger for Disclosure Provision, Notice Requirement Provision, Procedural Disclosure Provision, Legal Counsel Disclosure Consultation Provision, Disclosure Request Challenge Provision, Minimum Necessary Disclosure Provision, and Confidential Treatment Assurance Provision), such as:
    • "During a declared public health emergency, Recipient may disclose Confidential Information to relevant authorities if required to protect public health, minimizing disclosure and informing Discloser when possible."
  • General Legal Compelled Disclosure Clauses (with Trigger for Disclosure Provision, Notice Requirement Provision, Procedural Disclosure Provision, Protective Measures Provision, Minimum Necessary Disclosure Provision, and Confidential Treatment Assurance Provision), such as:
    • "If a party becomes legally compelled by a court order, subpoena, or other legal mandate to disclose any Confidential Information, that party must promptly notify the other party in writing. This notice must allow the other party sufficient time to seek a protective order or other appropriate remedy to prevent or limit the disclosure. If such protective measures are not obtained, the disclosing party will provide only the minimum Confidential Information legally required and will make reasonable efforts to ensure the continued confidential treatment of the disclosed information. The disclosing party will also notify the other party of any subsequent actions taken in compliance with the legal compulsion."
  • Securities Law Compelled Disclosure Clauses (with Trigger for Disclosure Provision, Notice Requirement Provision, Legal Counsel Consultation Provision, Procedural Disclosure Provision, Minimum Necessary Disclosure Provision, and Confidential Treatment Assurance Provision), such as:
    • "In the event that disclosure of Confidential Information is required under securities laws or regulations, the disclosing party shall provide written notice to the other party as soon as reasonably practicable, but in any event within three business days of becoming aware of the requirement. The disclosing party shall consult with legal counsel to determine the scope of the disclosure and seek protective orders or other remedies to limit the disclosure. Only the information legally required to be disclosed shall be provided, and efforts will be made to maintain the confidentiality of the disclosed information. The disclosing party shall also inform the other party of any post-disclosure actions taken."
  • Consultant-Legal Mandate Compelled Disclosure Clauses (with Trigger for Disclosure Provision, Notice Requirement Provision, Legal Counsel Consultation Provision, Protective Measures Provision, Minimum Necessary Disclosure Provision, and Confidential Treatment Assurance Provision), such as:
    • "If a consultant is required to disclose Confidential Information by a court order, legal mandate, or regulatory requirement, the consultant must immediately notify the client in writing. The consultant shall cooperate with the client in seeking a protective order or other remedy to prevent or limit the disclosure. If protective measures are not obtained, the consultant shall disclose only the information legally required and shall make reasonable efforts to ensure that the information remains confidential. The consultant must also inform the client of any actions taken following the disclosure and assist in any necessary post-disclosure procedures."
  • Tax Law Compelled Disclosure Clauses (with Trigger for Disclosure Provision, Notice Requirement Provision, Legal Counsel Consultation Provision, Protective Measures Provision, Minimum Necessary Disclosure Provision, and Confidential Treatment Assurance Provision), such as:
    • "If any party becomes legally compelled to disclose Confidential Information due to tax laws or regulations, that party shall promptly provide written notice to the other party. The disclosing party shall consult with legal counsel and, if necessary, seek a protective order or other remedy to limit the scope of the disclosure. Only the minimum amount of information required by the tax authorities shall be disclosed, and the disclosing party shall take reasonable steps to maintain the confidentiality of the disclosed information. The disclosing party shall also notify the other party of any subsequent actions taken in response to the disclosure requirement."
• Counter-Example(s):
  • Confidentiality and Proprietary Rights Clauses while both deal directly with information protection, these often include provisions that focus on maintaining secrecy and preventing voluntary disclosure, rather than addressing scenarios where disclosure is legally mandated.
  • Data Protection Clauses while both address compliance with legal and regulatory requirements, these often include provisions that focus on the ongoing protection and proper handling of personal data in normal business operations, rather than specifically addressing exceptional circumstances requiring disclosure.y required disclosures.
  • Voluntary Disclosure Clause: A clause that deals with the voluntary sharing of information rather than cing legal disclosure requirements.
• See: Non-Disclosure Agreement (NDA) Document, Confidential Information, Legal Compliance, Regulatory Requirements, Confidentiality Exception Provision, Contractual Risk Mitigation Measure.

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References

2024

• Perplexity
  • A Legally Required Disclosure Clause, also known as a Compelled Disclosure Clause, is a common provision in confidentiality agreements that allows the recipient of confidential information to disclose that information if required to do so by law, court order, or other legal process. These clauses typically include the following key elements and provisions:
    1. Purpose and scope: Outlines procedures and obligations when a party is legally compelled to disclose confidential information, balancing legal compliance with protecting sensitive information.
    2. Permission to disclose: Allows the recipient to disclose confidential information if legally compelled to do so.
    3. Notice requirement: The recipient is usually required to promptly notify the disclosing party of any legal request or requirement to disclose confidential information, if legally permitted to do so. Some clauses may require notification as soon as the receiving party becomes aware of the potential for legally compelled disclosure.
    4. Cooperation: The recipient often must cooperate with the disclosing party's efforts to obtain a protective order or other remedy to prevent or limit disclosure. This may include assisting in challenging the legal requirement to disclose, if requested.
    5. Limited disclosure: If disclosure is required, the recipient should only disclose the specific information legally required and make efforts to maintain the confidentiality of the rest.
    6. Continued protection: Any disclosed information should maintain its confidential status for all other purposes not related to the legally compelled disclosure.
    7. Examples of legal requirements: The clause may specify examples like court orders, subpoenas, or regulatory requirements.
    8. Recipient's efforts: The recipient is typically required to use reasonable efforts or best efforts to maintain the confidentiality of the information, such as seeking confidential treatment from the court or agency requiring disclosure.
    9. Indemnification: Some clauses may require the recipient to indemnify the disclosing party for any damages resulting from the legally required disclosure.
    10. Survival: The obligations related to legally required disclosures often survive the termination of the main agreement.
    11. Treatment of disclosed information: The clause may address how the information should be treated after disclosure, potentially requiring efforts to maintain its confidentiality or limit its further dissemination.
  • Importance and implementation:
    1. Establish clear internal procedures for identifying and responding to legally compelled disclosure situations.
    2. Train relevant personnel on these procedures and the importance of prompt notification.
    3. Maintain open communication channels between parties to facilitate quick responses to potential disclosure situations.
    4. Be prepared to engage legal counsel promptly when faced with legally compelled disclosure scenarios.
  • Citations:

[1] https://contracts.justia.com/contract-clauses/disclosure/
[2] https://www.lawinsider.com/clause/legally-required-disclosure
[3] https://www.lawinsider.com/clause/disclosure-required-by-law
[4] https://www.robinai.com/contract-clause-lists/compelled-disclosure-generic-contract
[5] https://www.law.cornell.edu/rules/frcp/rule_26
[6] https://afterpattern.com/clauses/confidential-information
[7] https://afterpattern.com/clauses/legally-compelled-disclosure
[8] https://www.utsystem.edu/offices/general-counsel/intellectual-property/intellectual-property-checklists/confidentiality-clause-checklist-sponsored-research-agreements-and-clinical-trial-agreements/confidentiality-sample-clauses
[9] https://ysph.yale.edu/c2s2/rmn/resource/nichd%20extramural%20cda_282139_284_24481_v1.pdf
[10] https://ironcladapp.com/journal/contracts/non-disclosure-agreements/
[11] https://www.osp.pitt.edu/osp-teams/clinical-corporate-contract-services/negotiations/confidential-disclosure-agreements-cdasndas
[12] https://www.dentons.com/en/insights/articles/2022/january/31/what-to-know-about-protective-orders
[13] https://www.investopedia.com/terms/d/disclosure.asp
[14] https://www.bloomberglaw.com/external/document/XDAR61VK000000/commercial-clause-description-confidentiality-legally-required-d
[15] https://legal.thomsonreuters.com/en/insights/articles/confidentiality-agreements

2024

• ...
  • Required Disclosure: Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

2024

• ...
  • Required Disclosure: If Executive is requested to disclose any of the Confidential Information as part of an administrative or judicial proceeding, Executive shall, to the extent permitted by applicable law, promptly notify Company of that request and cooperate with Company, at Company's expense, in seeking a protective order or similar confidential treatment for the Confidential Information.

    If no protective order or other confidential treatment is obtained, Executive shall disclose only that portion of Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information which is required to be disclosed.

2024

• ...
  • Required Disclosure: The ISO shall treat any Confidential Information it receives from the NTO in accordance with applicable provisions of the ISO Tariffs. If the NTO receives Confidential Information from the ISO, it shall hold such information in confidence, employing at least the same standard of care to protect the Confidential Information obtained from the ISO as it employs to protect its own Confidential Information.

    Each Party shall not disclose the other Party's Confidential Information to any third party or to the public without prior written authorization of the Party providing the information; provided, however, if the ISO is required by applicable law, or in the course of administrative or judicial proceedings, or subpoena, to disclose information that is otherwise required to be maintained in confidence pursuant to this Section, the ISO will do so in accordance with applicable provisions of the ISO Tariffs.

    And if the NTO is required by applicable law, or in the course of administrative or judicial proceedings, or subpoena, to disclose information that is otherwise required to be maintained in confidence pursuant to this Section, the NTO may make disclosure of such information; provided, however, that as soon as the NTO learns of the disclosure requirement and prior to making such disclosure, the NTO shall notify the ISO of the requirement and the terms thereof and the ISO may, at its sole discretion and cost, assert any challenge to or defense against the disclosure requirement and the NTO shall cooperate with the ISO to the maximum extent practicable to minimize the disclosure of the information consistent with applicable law.

    Each Party shall cooperate with the Other Party to obtain proprietary or confidential treatment of such information by the person to whom such information is disclosed prior to any such disclosure.

2024

• ...
  • Required Disclosure: With respect to Securities issued in the United States, the Shareholders Communications Act of 1985 (the "Act") requires the Custodian to disclose to issuers, upon their request, the name, address and securities position of the Custodian's clients who are "beneficial owners" (as defined in the Act) of the issuer's Securities, unless the beneficial owner objects to such disclosure. The Act defines a "beneficial owner" as any person who has or shares the power to vote a security (pursuant to an agreement or otherwise) or who directs the voting of a security.

    The Fund represents that it is the beneficial owner of the Securities. As beneficial owner it has designated below whether it objects to the disclosure of its name, address and securities position to any U.S. issuer that requests such information pursuant to the Act for the specific purpose of direct communications between such issuer and the Fund.

    With respect to Securities issued outside the United States, the Custodian shall disclose information required by law, regulation, rules of a stock exchange or organizational documents of an issuer. The Custodian is also authorized to supply any information regarding the Accounts that is required by any law, regulation or rules now or hereafter in effect. The Fund agrees to supply the Custodian with any required information if it is not otherwise reasonably available to the Custodian.

  • Pursuant to this Section 8.6, as Beneficial Owner:

    [ ] The Fund OBJECTS to disclosure

    [ ] The Fund DOES NOT OBJECT to disclosure

  • IF NO BOX IS CHECKED, THE CUSTODIAN SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES A CONTRARY INSTRUCTION FROM THE FUND.

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