contract-law interpretation
Interpretation of a clause which contradicts the purpose of an agreement
<p>I have recently been asked to sign an NDA, which appears to be pretty standard, save for 1 clause which jumps out at me and leaves me scratching my head.</p>
<p>The NDA starts off naming the parties thus:</p>
<blockquote>
<p>CompanyWhoProvidedNDA Ltd (&quot;The Company&quot;)</p>
<p>Recipients Name  (&quot;Recipient&quot;)</p>
</blockquote>
<p>The recipient has had no prior relationship with CompanyWhoProvidedNDA</p>
<p>Partway through the first section titled &quot;Definitions and Interpretations&quot; it says</p>
<p>1,5 &quot;Any reference to the company, or <strong>the Recipient shall be deemed to be a reference to the Company.</strong>&quot;.  The recipient may also include their respective agents, employees and contractors, and any reference to &quot;party&quot; shall mean such persons or any other person or entity as necessary to give full effect to the intended meaning of the Agreement.&quot;   (Bolding mine)</p>
<p>Am I correct in my belief that this clause weakens the enforceability of NDA against the recipient because it redefines the Recipient as the as The Company.</p>
<p>Further, is it reasonable to believe that notwithstanding this statement, were a court to get involved questions of confidentiality the court would likely ignore this statement as it contradicts the meaning and purpose of the agreement?</p>

<p>One cannot (i.e., does not) contract with oneself. The language in bold is meaningless in that it --evidently by mistake-- merges counterparties into the one that is labeled &quot;<em>Company</em>&quot;.</p>
<p>Equivalently, the language at issue is inconsequential to the extent the NDA altogether outlines rights and duties for [counter-]parties whose set of interests oppose each other.</p>
<p>You might want to notify the company about this issue and have it clarify if need be, but otherwise the substance of the NDA is not weakened at all by the apparent mistake in clause 1.5.</p>
