Non disclosure agreements are getting a bad rap

By Bill Taylor

It seems to me that non disclosure agreements are taking a bad rap, that is, they are being looked at as something bad, illegal, or a shady business practice. I figure most of this attitude can be traced to the sensational reports about such an agreement between a woman and a lawyer involving her alleged sexual encounter with an extremely wealthy celebrity some dozen or so years ago.

In short, she was paid some $130,000 by the lawyer to sign the agreement, but now wishes to have the arraignment declared invalid and has been freely discussing its contents on talk shows and to the media. Although she has reportedly signed one or more statements that no such “affair’ took place, her lawyer insists that they will “get” both the celebrity and his lawyer – along with a multi-million dollar payout. The celebrity is well known, but what about her?

According to reports, as a teenager she found she could earn money by taking off her clothes before an audience and then moved on to what has sometimes been called the world’s oldest profession – being paid for having sex. She appeared in number of “adult” films doing lesbian-only scenes before widening her repertoire of sexual talent and subsequently has won numerous awards for her film appearances and as a producer/director. At one time she gained such popularity that she was considered a possible candidate for the US senate seat from her native state, but that effort kinda shriveled up. Today she is reportedly active both in live appearances and in producing and directing porno films.

OK, moving on. According to Wickipedia, a non-disclosure agreement or NDA, is also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), hush agreement, proprietary information agreement (PIA) or secrecy agreement (SA). Regardless of the specific designation, such an agreement, “… is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties [and] … is a contract through which the parties agree not to disclose information covered by the agreement.” That’s pretty straight-forward, right?

Agreements like this are very common in the business world where companies, individuals, partnerships, and such might wish to share proprietary information about each other’s business practices, procedures, and other information so as to analyze a potential business relationship.

These NDAs can be “mutual,” meaning both parties are restricted in their use of the materials provided, or they can restrict the use of material by a single party. NDAs are also commonly signed by individuals who are thereby restricted from revealing company “secrets” to competitors, including information about products and plans, and are often coupled with a “non-compete” agreement. All good reasons for NDA’s.

One form of a secrecy agreement I betcha nobody thinks about is that associated with classified material. Yep, folks who are granted access to Confidential, Secret, or Top Secret information also agree not to reveal it to anyone who is not authorized to have access – and are also required to safeguard such material from disclosure. Furthermore, such agreements extend past the time when the individual’s access is ended. Just another example of a valid NDA.

The bad rap comes from an agreement designed to keep someone from revealing something criminal or perhaps embarrassing in nature – as is the one currently making the headlines. Whether such information is factual or not is often not relevant; regardless of the validity of the information, paying for silence would be considered easier than risking the possible consequences of exposure even if the information is bogus.

This kind of agreement is almost always accompanied by payment of “compensation” – sometimes known as “hush money,” “blackmail,” or perhaps “extortion.” Unfortunately, as in this case, payment, regardless of the amount or kind, is often insufficient to ensure continued silence.

Well, there you have it – a quick commentary on how a perfectly valid legal procedure can be perceived as something shady just because some folks might use such arrangements to exploit others. Yep, once again it sure looks like Dad was right — about the only reason most folks need a lawyer is for protection from other lawyers. At least that’s how it seems to me.

By Bill Taylor

Bill Taylor, a Greene County Daily columnist and area resident, may be contacted at [email protected]

Bill Taylor, a Greene County Daily columnist and area resident, may be contacted at [email protected]