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Do You Know a Secret? And If So, Can You Tell Someone Else Who Promises To Keep It Secret?

Are you a party to a confidentiality agreement? If so, do you know when you are allowed to disclose information covered by that agreement? 

In a recent case, the shareholders in a joint-venture agreement entered into a confidentiality restriction prohibiting them from disclosing confidential information relating to the joint-venture company. There were some specific provisions allowing disclosure of confidential information in certain limited circumstances.

The minority shareholders passed information about the joint-venture company to their professional advisers to be given to a prospective purchaser of their shares, subject to the prospective purchaser entering into a nondisclosure agreement. This was not a permitted exception to the restriction. The other parties to the joint-venture agreement became aware of this and brought proceedings for breach of contract.

The minority shareholders argued that they were entitled to disclose the information provided that the recipient agreed to keep the information confidential, and that the list of permitted exceptions to the confidentiality restrictions was not intended to be exhaustive. Unless they could disclose information about the company they would be unable to sell their shares in the company.

The court held that the confidentiality restriction meant what it said, and refused to allow an implied right to disclose confidential information where the recipient agreed in turn to keep the information confidential. The agreement allowed disclosure with the consent of the board of the joint-venture company, but such consent had not been sought or obtained.

Do You Use Surveillance Equipment?

The Information Commissioner’s Office has updated its code of practice on the use of camera surveillance (including CCTV and even drones). Such use must be a “necessary and proportionate response to a real and pressing problem” if it is to comply with the Data Protection Act 1998 and a privacy impact assessment must be carried out before using surveillance equipment. [More]

You can read or download a copy of the updated code on the Information Commissioner’s Office website