Dealing with NDAs: When Silence is Your Best Friend
Introduction
Non-Disclosure Agreements (NDAs) have become a staple in today's business environment. They are designed to keep sensitive information confidential. But what if an NDA includes a clause preventing you from even disclosing the existence of the NDA itself? This article explores how to handle such situations diplomatically and legally.
The Challenge: A Non-Disclosure About Non-Disclosure
Imagine you're in a situation where you're legally obligated to maintain the confidentiality of the fact that an NDA exists. This can create a challenging scenario, especially if you need to explain your position to someone who insists on knowing why you're being secretive.
Here's what you should do:
Simple and Firm: Saying 'Sorry, I can't talk about that' is often sufficient. It's a clear and concise way to convey that you are bound by the terms of the NDA. Maintain Non-Disclosure of Non-Disclosure: If pushed further, you can respond with 'Sorry I can't tell you why either'. This maintains the secrecy while being truthful within the confines of the NDA.Disclaimer: It's important to note that this advice is not a substitute for professional legal counsel. If you're in such a situation, it's crucial to consult with a licensed attorney who can provide tailored advice that fits your specific circumstances.
Understanding Canaries: A Clever Restriction Bypass Method
Canaries are a practical solution used by companies to indicate the presence of sensitive information or restrictions. They are akin to having a canary in a coal mine, where the bird's health indicates the safety of the environment.
One of the most notable uses of canaries is in the context of National Security Letters (NSLs) issued by the Foreign Intelligence Surveillance Act (FISA) courts. NSLs are requests for information made by U.S. government agencies, often without a warrant.
How Canaries Work in the Context of NSLs
When companies start receiving NSLs, they frequently incorporate canary statements into their public disclosures. These statements might look something like:
"We have not received any NSLs regarding our users."
By including these canary statements in their quarterly reports, companies can discreetly signal the presence of an NSL, even if the existence of the NSL itself is not disclosed.
For example, if a canary statement disappears from a subsequent quarterly report, it can be inferred that the company has indeed received one or more NSLs related to their users.
This method allows companies to maintain a degree of transparency while still adhering to the restrictions placed on them by the NSL.
Conclusion and Final Words of Caution
Handling NDAs and canaries can be complex, and it's essential to stay clear of any situations that could expose confidential information. Always err on the side of caution and consult legal advice when dealing with sensitive matters.
Disclaimer: This article is intended for informational purposes only and does not replace professional legal advice. If you find yourself in a situation where NDAs are involved, seek the guidance of a legal professional in your jurisdiction.
Related Keywords: Non-Disclosure Agreement, Canaries, National Security Letter