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tdlawyer
tdlawyer, Lawyer
Category: Law
Satisfied Customers: 1096
Experience:  11 years experience of general practice.
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I am party to a Non-Disclosure agreement. I know that this

Customer Question

I am party to a Non-Disclosure agreement. I know that this means I cannot divulge any commercial information received from the supplier. However, having decided not to continue with the arrangement the supply is now saying that I cannot pursue interests in the same field or make contact with individuals I have been in contact with while pursuing the joint arrangement. To me this is trying to restrain my business. I know I cannot divulge confidential information to any third party but all of what I am using as reference material is already in the public domain.
Submitted: 3 years ago.
Category: Law
Expert:  tdlawyer replied 3 years ago.

tdlawyer :

Hello, welcome to the website. My name is Tony, I can assist you with this.

tdlawyer :

If this is a usual non-disclosure agreement, then it would not restrain you from competing in the market-place, although as you say, it would prevent you from using the confidential information supplied to you under the NDA.

tdlawyer :

The usual provisions in NDAs only prevent you from using their confidential information which is in the public domain if it got there as a result of a breach of confidence in its own right - in other words, you can't defeat the NDA by somebody else just putting things out there unlawfully and then you ride on the back of that. This is normal, and if you can show the information was not in the public domain through a breach of confidence in its own right (i.e. an employee stole it or something and posted it over the internet) then you're unlikely to be barred from using it.

JACUSTOMER-6tx7liuy- :

Just to be clear, as long as I don't not release any of their information and only use information already in the public domain the NDA cannot prevent me contacting the same organisations and discussing the matter (which is already public) with them?

tdlawyer :

Yes, so long as the information wasn't put in the public domain as a result of a breach of confidentiality itself.

tdlawyer :

That's the general position you find with NDAs.

tdlawyer :

If they provided you with details of the organisations you're thinking of contacting, then clearly, you cannot do this as this is likely to be part of the "confidential information".

tdlawyer :

Is there anything more you would like me to focus on here for you?

JACUSTOMER-6tx7liuy- :

sorry for the break - a Skype call. One final q: if the information on the organisations is public (for example) a government department and the NFU can this be considered 'confidential'. My logic is that such information is public anyway.

tdlawyer :

Sorry for the delay my end this time....

tdlawyer :

Yes, if the information supplied to you is public anyway, they cannot then make it confidential by entering into the NDA with you. It's already "out there".

tdlawyer :

Does this answer your question today?