legal-terms non-disclosure
Meaning of &#39;Nothing herein shall require the Owner to disclose any of its information&#39; in an agreement document?
<p>What is the meaning of the sentence from an agreement document?</p>
<blockquote>
<p>Nothing herein shall require the Owner to disclose any of its information.</p>
</blockquote>
<p>Does it mean 'nothing in the document shall require owner's permission to disclose any information'?</p>
<p>The sentence previous to this sentence has some types of confidential information that the owner (client) will disclose to the recipient (company).</p>

<blockquote>
<p>Does it mean 'nothing in the document shall require owner's permission to disclose any information'?</p>
</blockquote>
<p>You might want to give more context, in part because the excerpt of the agreement document contradicts your subsequent remark about &quot;<em>some types of confidential information that the owner (client) will disclose to the recipient (company)</em>&quot;. That contradiction is likely to trigger the <a href="https://en.wikipedia.org/wiki/Contra_proferentem" rel="nofollow noreferrer">doctrine of <em>contra proferentem</em></a>.</p>
<p>The <a href="http://www.oneclubofjusticides.com/p/restatement-second-contracts.html" rel="nofollow noreferrer">Restatement (Second) of Contracts</a> at § 203(a) provides that an interpretation that gives &quot;<em>reasonable, lawful, and effective meaning to all the terms is preferred to an interpretation which leaves a part unreasonable, unlawful, or of no effect</em>&quot;. Nevertheless, some contracts are drafted poorly enough that they preclude the application of that standard of interpretation.</p>
<p>The excerpt you reproduce would be pointless (i.e., it would be of no effect) if the counterparty can overcome that protection by simply requiring the owner to consent to a disclosure.</p>

<p>In the absence of any context indicating a different meanign, the obvious meaning would be:</p>
<blockquote>
<p>Nothing in this document mandates (requires) that the Owner disclose any of the Owner's information.</p>
</blockquote>
<p>Any other meaning would be unlikely, and only possible through specific definitions of terms in the document, or some other context which drastically changed the ordinary meaning.  In particular, interpreting this to be about permission from the owner seems very unlikely.</p>

<p>They are saying that you have to keep anything that they do disclose to you that is confidential secret, but that you can't use the non-disclosure agreement part of contract to compel them to disclose anything to you, so that they could hold information back in their discretion (e.g. information that is sensitive for personal reasons but not relevant to your business deal like information about litigation in a sexual harassment suit between an executive you are dealing with and a former employee in a case that has been resolved).</p>
