united-states non-disclosure
NDA seems wrong?
<p>I've been asked to sign a non-disclosure agreement (NDA).  I generally like to read things before I sign them, and the first real condition was this:</p>
<blockquote>
<p>The restrictions herein provided shall not apply with respect to “Confidential Information” which is not known by the Receiving Party at the time of receipt.</p>
</blockquote>
<p>This reads incorrectly to me.  I believe what they really mean to say is:</p>
<blockquote>
<p>The restrictions herein provided shall apply with respect to “Confidential Information” which is not known by the Receiving Party at the time of receipt.</p>
</blockquote>
<p>i.e. the <strong>not</strong> between <code>shall</code> and <code>apply</code> should be deleted.</p>
<p>Surely they want to protect the &quot;Confidential Information&quot; that is <strong>not</strong> known by me when I receive it?</p>

<blockquote>
<p>Surely they want to protect the &quot;Confidential Information&quot; that is not known by me when I receive it?</p>
</blockquote>
<p>It seems that you are right, since disclosing confidential information without first obtaining from the recipient some sort of assurance is risky and perhaps dumb. <a href="https://law.stackexchange.com/questions/59660/nda-seems-wrong#comment123279_59660">George White's remark</a> is right, and this might be another instance of drafter's/company's sloppiness. On the other hand, it is possible that confidential information which you do not currently know might be governed by a separate contract, in which case either or both contracts should reasonably outline of what confidential information they encompass.</p>
<p>Knowledge of the background and details of the contract might enable a reasonable person to identify the parties' intent. But as <a href="https://law.stackexchange.com/questions/59660/nda-seems-wrong#comment123290_59660">David Siegel</a> suggests, the most straight-forward approach is to ask the company. In this context, <em>asking</em> means that the company ought to amend the wording of the contract it wants you to sign.</p>
