Q&As

In the context of confidentiality agreements, what constitutes an ‘indirect’ disclosure? Is it necessary to specifically use the word ‘indirect’ to capture all types of disclosure by the main disclosing party?

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Produced in partnership with Michelle Last of Keystone law
Published on LexisPSL on 16/10/2019

The following Information Law Q&A produced in partnership with Michelle Last of Keystone law provides comprehensive and up to date legal information covering:

  • In the context of confidentiality agreements, what constitutes an ‘indirect’ disclosure? Is it necessary to specifically use the word ‘indirect’ to capture all types of disclosure by the main disclosing party?

In the context of confidentiality agreements, what constitutes an ‘indirect’ disclosure? Is it necessary to specifically use the word ‘indirect’ to capture all types of disclosure by the main disclosing party?

There is no statutory definition of ‘indirect disclosure’ and there does not appear to be any case law on the matter. This indicates that what constitutes ‘indirect disclosure’ is not a matter which comes up often in practice. However, that may be due to the fact confidentiality agreements typically include reference to direct and indirect disclosures so as to capture a broad spectrum of potential breaches, putting the matter beyond dispute.

The natural language meaning of ‘indirect’ is something that is not direct and is potentially not intended as a course of action. but which nevertheless can

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