Definition of option backdating
You're free to use the Common Draft materials (which are copyrighted) in accordance with the following license; all of the following permissions are given on the express condition that you agree to the Cautions below. This list of exclusions requires only reasonable corroboration of a claim of exclusion from confidentiality, as opposed to some provisions of this kind that require documentary proof of the claim. According to the court, that requirement helps to guard against the possibility that someone might "describe [their] actions in an unjustifiably self-serving manner …. (a) Information that is made available to the Receiving Party in connection with the Agreement, by or on behalf of the Disclosing Party, will not be considered Confidential Information unless the information is marked as provided in the Agreement. Compaq won because Convolve, which claimed trade-secret rights in certain information, had disclosed some of that information orally to Compaq, but didn't follow up those oral disclosures with written summaries, which was required by the parties' non-disclosure agreement. At all times during the Confidentiality-Obligation Period, the Receiving Party must cause the following precautions to be taken to safeguard Confidential Information in its possession, custody, or control: (1) at least the same precautions as the Receiving Party takes for its own information of comparable significance; (2) in no case less than those precautions that a prudent person would take in the same circumstances; and (3) any other particular secrecy precautions stated in the Agreement. 1960) (per curiam, adopting district court opinion).
2016-03.4; last modified Wednesday September 14, 2016 Houston time. Both a contract drafter and a contract reviewer can save some time by first reviewing — together — the Common Draft short-form contract drafts (as well as other clause titles) and discussing just what types of provision they want in their document. The better approach is the one taken by this provision. Court of Appeals for the Federal Circuit explained this balancing concept in an analogous context, namely the patent-law requirement that claims of prior invention must be corroborated. 10, 2016) (affirming award of treble damages and trebled attorney fees; internal quotation marks omitted), quoting Washburn & Moen Mfg. Some language in this disclaimer is in all-caps bold-faced type so that the language will be conspicuous. A company's failure to do catch-up marking of confidential information after an oral disclosure to another party can kill the company's claim to trade-secret rights in the information. Compaq, the computer manufacturer Compaq (then part of Hewlett-Packard) defeated Convolve's claim that Compaq had misappropriated Convolve's trade secrets concerning hard-disk technology. A receiving party, though, might well object to this provision because it's necessarily vague, which could later lead to disputres about whether particular information qualified as "clearly" confidential.
It’s not unusual for parties to a contract to want the written agreement to cover a period before it’s actually signed.
There are any number of contexts where this comes up — some legitimate and others not exactly aboveboard — but the logistics of negotiating and signing contracts are such that the issue is unavoidable.
The manufacturer and customer needn't bother negotiating the wording for those responsibilities. A requirement like this can be handy if the Receiving Party will be dealing with information whose distribution is restricted by law, for example personal health information or export-controlled information. The obligations of section 6.1.3 apply only during the Confidentiality-Obligation Period; during that time, though, those obligations will continue to apply to all Specimens of Confidential Information, even after any termination or expiration of the Agreement. of Confidential Information is any copy of, and any physical object embodying, Confidential Information — for example, any paper- or electronic copy and any specimen of hardware — where the copy or physical object is in the possession, custody, or control of: (i) the Receiving Party, and/or (ii) any individual or organization to which the Receiving Party made Confidential Information accessible.
Instead, they likely will "order from the menu" of the INCOTERMS 2010 publication: By specifying a standardized three-letter abbreviation — DDP, EXW, or whatever — the parties can quickly signal which of that publication's pre-defined terms and conditions they wish to use. This provision uses a prudent-measures standard instead of an absolute obligation. Disclosing parties will normally be reluctant to agree to a fixed confidentiality period. (b) IF: The Disclosing Party makes a seasonable written request following any termination or expiration of the Agreement; THEN: except as provided in sections 18.104.22.168 and (if applicable) 6.2.22, the Receiving Party will promptly: (1) return Specimens of Confidential Information to (i) the Disclosing Party, or (ii) another individual or organization designated in writing by the Disclosing Party; and (2) subject to section 22.214.171.124 (if applicable), destroy any Specimens not returned.
For those with an hour to kill thinking about the issues, Jeffrey Kwall and Stuart Duhl wrote an excellent article on backdating that was published in Business Lawyer in 2008.Companies sometimes revalue the price at which the options can be exercised.This may happen, for example, when a company’s stock price has fallen below the original exercise price.Many companies use employee stock options plans to compensate, retain, and attract employees.