CONTRACT REVIEW ASSIGNMENT

Instructor: Barb Eccles
Business Law 3051-FA
Matthias Majerczyk
Due Date: Tuesday, November-27-2012
BigCo Agreement for Exchange of Confidential Information
2) Most people who have positions in a corporation are employees under the legal entity. So, therefore Really Smart Guy is the Vice-President and an employee of BigCo Limited. BigCo can use confidential draft patent application and some confidential information to compete with III. This is according to paragraph 4, “BigCo can use III’s ideas, concepts, know-how and techniques for its own business activities to compete with III, only if III’s Information is retained in the memories of BigCo’s employees who have had access to the Information under the BigCo Confidentiality Agreement.” BigCo was also given a draft business plan. BigCo cannot use the business plan to compete with III according to paragraph 4, “nothing gives the BigCo the right to disclose, publish or disseminate the business plans of III”
3) BigCo can terminate its agreement with III by providing a one month’s written notice BigCo. III’s and BigCo’s obligations for disclosing information will extend beyond the termination and will remain in effect until fulfilled. The Survival clause is really weird and it conflicts with the Confidentiality Period on paragraph 3. How can you say that it will extend for two years following the initial date of disclosure, then the survival clause states that any terms of the agreement will extend beyond termination will remain in effect until fulfilled. In my opinion this is very confusing and inconsistent.
6) Since the executive is one of BigCo’s employees who violated the BigCo Agreement, therefore BigCo is liable for the employee’s violation. Yes, BigCo is in violation of the BigCo Agreement, because the recipient was not discrete, used and disclosed III’s (discloser)