Annotated Legally Required Disclosure-Focused Clause

An Annotated Legally Required Disclosure-Focused Clause is a legally required disclosure clause that is an annotated clause.

• Context:
  • It can (typically) contain Legally Required Disclosure Provision (xxxLRDProv) Labels.
  • It can range from being a Simple Annotated Legally Required Disclosure-Focused Clause to being a Complex Annotated Legally Required Disclosure-Focused Clause.
  • ...
• Example(s):
  • Simple Annotated Legally Required Disclosure-Focused Clauses, such as:
    • "If a party is required by law to disclose any Confidential Information_{(TRIGGER_FOR_DISCLOSURE, LEGAL_REQUIREMENT)}¹, it must notify the other party as soon as possible_{(NOTICE_REQUIREMENT, PROMPT_NOTICE)}² and disclose only what is legally necessary_{(MINIMUM_DISCLOSURE)}³."
    • "In the event of a legal requirement to disclose Confidential Information_{(TRIGGER_FOR_DISCLOSURE, LEGAL_REQUIREMENT)}¹, the party must provide notice_{(NOTICE_REQUIREMENT)}² and limit the disclosure to the minimum necessary_{(MINIMUM_DISCLOSURE)}³."
    • ...
  • One with a Trigger for Disclosure, 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._{(CLAUSE_TITLE)}¹ 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,_{(TRIGGER_FOR_DISCLOSURE, LEGAL_COMPULSION_SCENARIOS)}² Licensee will provide CFS with prompt written notice_{(NOTICE_REQUIREMENT, PROMPT_NOTICE, WRITTEN_NOTICE)}³ so CFS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement._{(PROCEDURAL_DISCLOSURE, PROTECTIVE_ORDER, WAIVER_OPTION)}⁴ In the event such protective order or other remedy is not obtained, or CFS waives compliance with the provisions of this Agreement,_{(DISCLOSURE_CONDITION_SCENARIOS)}⁵ Licensee will furnish only that Confidential Information which is legally required_{(MINIMUM_NECESSARY_DISCLOSURE)}⁶ and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed._{(CONFIDENTIAL_TREATMENT_ASSURANCE)}⁷ LEGALLY_REQUIRED_DISCLOSURE_CLAUSE, MULTI-ELEMENT_PROVISION
      • for "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 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,_{(TRIGGER_FOR_DISCLOSURE, NATIONAL_SECURITY_LAWS)}¹ limiting disclosure to the minimum necessary_{(MINIMUM_NECESSARY_DISCLOSURE)}² and notifying Discloser if legally permitted._{(NOTICE_REQUIREMENT, LEGAL_PERMISSION_CONDITION)}³ NATIONAL_SECURITY_DISCLOSURE_CLAUSE, THREE-ELEMENT_PROVISION.
      • "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 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,_{(TRIGGER_FOR_DISCLOSURE, PUBLIC_HEALTH_EMERGENCY)}¹ Recipient may disclose Confidential Information to relevant authorities_{(DISCLOSURE_PERMISSION, RELEVANT_AUTHORITIES)}² if required to protect public health,_{(DISCLOSURE_CONDITION_SCENARIOS, PUBLIC_HEALTH_PROTECTION)}³ minimizing disclosure_{(MINIMUM_NECESSARY_DISCLOSURE)}⁴ and informing Discloser when possible._{(NOTICE_REQUIREMENT, POSSIBILITY_CONDITION)}⁵ PUBLIC_HEALTH_EMERGENCY_DISCLOSURE_CLAUSE, FIVE-ELEMENT_PROVISION
      • for "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."
  • ...
• Counter-Example(s):
  • Raw Legally Required Disclosure-Focused Clause.
• See: Non-Disclosure Agreement (NDA) Document, Confidential Information, Legal Compliance, Regulatory Requirements, Confidentiality Exception Provision, Contractual Risk Mitigation Measure, Annotated Contract Sentence.

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References

2024

• LLM
  • Here are Provision Labels (for ones that help annotate legally required disclosure clauses).
    1. TRIGGER_FOR_DISCLOSURE: Defines events or conditions that initiate disclosure obligations.
    2. NOTICE_REQUIREMENT: Specifies the obligation to inform about potential disclosure.
    3. LEGAL_COMPULSION_SCENARIOS: Describes circumstances of legally mandated disclosure.
    4. MINIMUM_NECESSARY_DISCLOSURE: Limits disclosure to essential information.
    5. PROCEDURAL_DISCLOSURE: Outlines steps for handling required disclosure.
    6. CONFIDENTIAL_TREATMENT_ASSURANCE: Seeks guarantees of continued confidentiality after disclosure.
    7. PROMPT_NOTICE: Requires immediate notification of disclosure requests.
    8. WRITTEN_NOTICE: Specifies notification must be in writing.
    9. DISCLOSURE_CONDITION_SCENARIOS: Specifies circumstances under which disclosure is permitted.
    10. PROTECTIVE_ORDER: Allows seeking court protection against disclosure.
    11. LEGAL_COUNSEL_DISCLOSURE_CONSULTATION: Requires seeking legal advice before disclosure.
    12. DISCLOSURE_REQUEST_CHALLENGE: Allows contesting the legal basis for disclosure demands.
    13. WAIVER_OPTION: Permits voluntary waiver of confidentiality provisions.
    14. RELEVANT_AUTHORITIES: Identifies entities authorized to receive disclosed information.
    15. POST_DISCLOSURE_NOTIFICATION: Requires informing the disclosing party after a legally mandated disclosure occurs.
    16. DURATION_OF_OBLIGATION: Specifies how long the disclosure obligations remain in effect.
    17. INDEMNIFICATION_FOR_DISCLOSURE: Outlines compensation for damages resulting from required disclosures.
    18. JURISDICTIONAL_LIMITATIONS: Defines geographical or legal jurisdictions where the clause applies.
    19. SEVERABILITY_OF_DISCLOSURE_TERMS: Ensures other parts of the agreement remain valid if disclosure terms are invalidated.
    20. NATIONAL_SECURITY_LAWS: References legal requirements related to national security.
    21. PUBLIC_HEALTH_EMERGENCY: Addresses disclosure during health crises.
    22. PUBLIC_HEALTH_PROTECTION: Justifies disclosure for public health reasons.
    23. DISCLOSURE_PERMISSION: Grants authority to make disclosures.
    24. LEGAL_PERMISSION_CONDITION: Allows actions only when legally permitted.
    25. POSSIBILITY_CONDITION: Qualifies actions based on feasibility.
    26. CLAUSE_TITLE: Identifies the heading or name of the clause.

2024

• LLM
  • This table clearly shows the distribution of labels across the three example clauses, highlighting both common elements (like TRIGGER_FOR_DISCLOSURE and MINIMUM_NECESSARY_DISCLOSURE) and unique elements specific to each type of disclosure clause.

Label	Legally Required Disclosure	National Security Disclosure	Public Health Emergency Disclosure
CLAUSE_TITLE	Yes
TRIGGER_FOR_DISCLOSURE	Yes	Yes	Yes
LEGAL_COMPULSION_SCENARIOS	Yes
NOTICE_REQUIREMENT	Yes	Yes	Yes
PROMPT_NOTICE	Yes
WRITTEN_NOTICE	Yes
PROCEDURAL_DISCLOSURE	Yes
PROTECTIVE_ORDER	Yes
WAIVER_OPTION	Yes
DISCLOSURE_CONDITION_SCENARIOS	Yes		Yes
MINIMUM_NECESSARY_DISCLOSURE	Yes	Yes	Yes
CONFIDENTIAL_TREATMENT_ASSURANCE	Yes
NATIONAL_SECURITY_LAWS		Yes
LEGAL_PERMISSION_CONDITION		Yes
PUBLIC_HEALTH_EMERGENCY			Yes
DISCLOSURE_PERMISSION			Yes
RELEVANT_AUTHORITIES			Yes
PUBLIC_HEALTH_PROTECTION			Yes
POSSIBILITY_CONDITION			Yes

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