A legally compelled disclosure clause requires a party to disclose confidential information in compliance with a legal obligation, such as a court order, subpoena, or regulatory demand. This clause often mandates notifying the other party before the disclosure is made and seeks to limit the disclosed information to the minimum necessary to comply with the legal requirement.
Table of Contents
11 Legally compelled disclosure examples
Description
Any legally compelled disclosure shall not, in and of itself, change the status of the disclosed information as Confidential Information under the terms of this Agreement.
Legally Compelled Disclosure. In the event that any Party is requested or becomes legally compelled (including without limitation, pursuant to any applicable tax, securities, or other Laws and regulations of any jurisdiction) to disclose the existence of this Agreement or content of any of the transaction terms, such Party (the “Disclosing Party”) shall provide the other parties with prompt written notice of that fact and shall consult with the other parties regarding such disclosure. At the request of another Party, the Disclosing Party shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other parties, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information.
Advisor will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
Compelled Disclosure. If Recipient becomes legally compelled to disclose any of Discloser’s Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Discloser prompt written notice, if legally permissible, and will use diligent efforts to assist Discloser in seeking a protective order or another appropriate remedy. If Discloser waives Recipient’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of Discloser’s Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed will maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
Legally Compelled Disclosure. In the event that any Party is requested or becomes legally compelled (including without limitation pursuant to securities laws and regulations) to disclose the existence of this Agreement or any Terms pursuant to Section 6.2(b) above, such Party shall, if and to the extent that it can lawfully do so, provide the other Parties with prompt written notice of that fact so that the appropriate Party may seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential treatment or other appropriate remedy. In such event, the disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information to the extent reasonably requested by any non-disclosing Party.
In the event such legally compelled disclosure is made as permitted hereunder, Receiving Party shall continue in all other ways to maintain the confidentiality obligations and use restrictions herein with respect to such information.
Legally Compelled Disclosure. Nothing in this Agreement is intended to prohibit disclosure by Employee of information that is required to be disclosed pursuant to any applicable law, court order or other governmental body or administrative or other agency. Employee agrees to notify the Company as promptly as reasonably practicable after Employee receives a request for any such disclosure of Confidential and Proprietary Information and agrees, upon request by the Company, to reasonably cooperate (at the Company’s expense) with the Company’s lawful efforts to challenge or limit such disclosure.
Legally Compelled Disclosure. In the event that any Party becomes legally compelled (including pursuant to securities laws and regulations) to disclose the existence of this Agreement or any Terms in contravention of the provisions of this Section 8, such Party (the “Disclosing Party”) shall, if and to the extent that it can lawfully do so, provide the other Parties (the “Non-Disclosing Parties”) with prompt written notice of that fact so that the appropriate Party may seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information to the extent reasonably requested by any Non-Disclosing Party.
Legally Compelled Disclosure.
If the receiving party or any of its Representatives are required in any judicial, governmental, administrative, regulatory or other legal proceeding, or pursuant to subpoena, civil investigative demand or other compulsory process to disclose any Evaluation Material or any Transaction Information, the receiving party and such Representative shall first provide the disclosing party with prompt and advance written notice of any such legal proceeding or compulsory process (unless such notice would violate applicable law or regulation) so that the disclosing party may seek a protective order or other appropriate remedy (at the disclosing party’s sole expense). If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing party, the receiving party or any of its Representatives determine, after consultation with and upon the advice of outside legal counsel, that the receiving party or any such Representative are legally required to disclose Evaluation Material or Transaction Information, the receiving party and any such Representative may disclose only that portion of the Evaluation Material or Transaction Information which the receiving party or any such Representative determines, after consultation with and upon the advice of outside legal counsel, is legally required to be disclosed; provided, that the receiving party or such Representative shall use commercially reasonable efforts to preserve the confidentiality of the Evaluation Material or Transaction Information so disclosed, including by reasonably cooperating with the disclosing party to obtain an appropriate protective order or other reliable assurance that confidential treatment will, to the maximum possible extent, be accorded to the Evaluation Material and Transaction Information by such tribunal or other public or governmental authority at the disclosing party’s sole expense. Notwithstanding any other provision of this Agreement, no prior notice or other action shall be required in respect of any disclosure made to any banking, financial, accounting, securities or other supervisory or regulatory authority exercising its routine supervisory or audit functions, provided that such disclosure is made in the ordinary course and is not specific to the disclosing party, the Transaction or the Evaluation Material.
Legally Compelled Disclosure. In the event that you or any of your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar compulsory process) to disclose any of the Evaluation Material, you shall, to the extent not legally prohibited under the circumstances, provide the Company with prompt written notice of any such request or requirement and the documents or information requested thereby so that the Company may in its sole discretion seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement, and you will cooperate with the Company, at the Company’s expense, to obtain any such protective order or other remedy. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, you or any of your Representatives are nonetheless, based upon the advice of outside legal counsel, legally compelled to disclose Evaluation Material to the tribunal or governmental authority requiring or requesting such information, you or your Representatives to whom such request is directed may, without liability hereunder, disclose to such tribunal or governmental authority only that portion of the Evaluation Material which, based upon the advice of outside legal counsel, is legally required to be disclosed, provided, that you use your reasonable best efforts, at the Company’s expense, to preserve the confidentiality of the Evaluation Material, including, without limitation, by cooperating with the Company, at the Company’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material by such tribunal or governmental authority; and provided, further, that, to the extent not legally prohibited under the circumstances, you shall promptly notify the Company, in advance of such disclosure, of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.
Legally compelled disclosure refers to a situation where an individual or organization is required by law to disclose specific information. This requirement often arises in legal proceedings, regulatory investigations, or government audits where confidentiality agreements or privacy laws would otherwise restrict such disclosure. The obligation to disclose may stem from court orders, subpoenas, or statutory requirements.
When Should I Use Legally Compelled Disclosure?
Legally compelled disclosure should be utilized when there is a legal mandate to provide information that would typically be kept confidential. It is essential in circumstances such as:
Responding to a court order or subpoena.
Complying with regulatory authorities during investigations.
Fulfilling statutory obligations that require specific information dissemination.
Failure to comply with legally compelled disclosure can result in penalties, fines, or other legal consequences.
How Do I Write Legally Compelled Disclosure?
When writing a legally compelled disclosure statement or clause, clarity and specificity are crucial. Here are some guidelines:
Identify the Legal Obligation: Clearly state the legal requirement mandating the disclosure.
Specify the Information: Detail the information that is subject to disclosure.
Outline the Scope and Limits: Specify the scope of the disclosure and any limitations or exclusions.
Include Protections: Mention any measures to protect confidentiality to the extent permissible by law.
State the Consequences of Non-Compliance: Briefly state the legal repercussions of failing to comply with the disclosure requirement.
Example
The Disclosing Party may disclose Confidential Information if legally required to do so by court order, subpoena, or governmental authority, provided that the Disclosing Party gives the Receiving Party prompt notice of such requirement to enable the Receiving Party to seek a protective order or other appropriate remedy.
Which Contracts Typically Contain Legally Compelled Disclosure?
Legally compelled disclosure clauses are commonly found in various types of contracts and agreements that involve sensitive or proprietary information, such as:
Non-Disclosure Agreements (NDAs): To outline circumstances under which confidential information can be disclosed.
Employment Contracts: To stipulate conditions under which employee or company information may be disclosed.
Vendor and Supplier Agreements: To manage proprietary information during audits or investigations.
Licensing Agreements: To protect intellectual property while complying with legal requirements.
Data Protection Agreements: Particularly important in the context of data breaches and compliance with privacy laws like GDPR or CCPA.
These clauses ensure a balance between legal compliance and the protection of sensitive information.
Analyze your contracts. Extract important clauses.
<
Try our AI contract analysis and extract important clauses and information from existing contracts.
A legend on stock certificates is a statement or notation on the face of a stock certificate that outlines specific restrictions or conditions related to the transfer or sale of the shares represented by the certificate. Typically used to ensure compliance with securities laws, such legends may indicate, for example, that the shares are subject to lock-up periods, transfer restrictions, or are part of a private placement exempt from certain registration requirements.
A letter of indemnity is a legal document in which one party agrees to compensate another for any potential losses or damages arising from a specific transaction or event. It is often used to assure parties involved that they will be protected against various risks, ultimately facilitating smoother business operations.
A liability cap is a contractual provision that limits the maximum amount one party can be held financially responsible for in the event of a breach or other specified issues. This clause helps parties manage risk by capping potential financial exposure, promoting predictability and stability in contractual relationships.
12 example clauses
Schedule demo
Fill out the form and we will get in touch with you to give you a personal, customized demo of fynk.
Greetings!
I'm Markus, co-founder of fynk. After you've submitted the form, I'll swiftly get in touch with you.
Also, right after you submit your details, you can pick a time that works best for you for our meeting.
