Nondisclosure Agreement Research Articles

The Trump/Clifford Non-Disclosure Agreement: Violation of Public Policy and the First Amendment

On Oct. 28, 2016, 11 days before the 2016 presidential election, Stephanie Clifford signed a non-disclosure agreement pursuant to which Ms. Clifford was paid $130,000 in exchange for her promise not to disclose any information about her alleged affair with Donald Trump. Ms. Clifford now wishes to be released from this agreement so that she can publicly discuss this matter, and she has filed an action for a declaratory judgment to invalidate the agreement. Mr. Michael Cohen, who formerly served as President Trump’s personal attorney, threatened to sue Ms. Clifford for $20 million for breaching the non-disclosure agreement. Ms. Clifford has challenged the validity of the non-disclosure agreement on several grounds. This essay discusses just one possible defense to the enforcement of this contract: Does the public’s First Amendment “right to know” about this matter outweigh the interest of Mr. Trump in enforcing this contract and keeping this information secret? When Donald Trump ran for President — certainly by the time he became the Republican nominee for President — the American people acquired a vital interest in knowing about his character. Is he honest or dishonest? Is he candid or secretive? Is he trustworthy or untrustworthy? It is at least debatable that Mr. Trump’s interest in enforcing the non-disclosure agreement against Ms. Clifford is clearly outweighed by the interest of the public in not enforcing that agreement — and that as President, Mr. Trump is no longer entitled to enlist the aid of the courts to suppress public access to information about his honesty, candor, and trustworthiness.

'All the Truth I Could Tell': A Discussion of Title VII's Potential Impact on Systemic Entertainment Industry Victimization

There has been a distinct rise in sexual assault allegations within the Entertainment Industry in recent years. The culture of the industry, the nature of entertainment contracts, and the abuse of the non-disclosure agreement are to blame for this rampant abuse of vulnerable entertainers. This Article focuses on the contractual prisons in which sexually abused entertainers find themselves when they attempt to part ways with their employers. Using prevailing equitable remedies in conjunction with the feminist contract theory of context and subjectivity can help alleviate some of the pressure on abused entertainers attempting to “breach” their contracts. While Title VII has been used in employment law, it has yet to be applied in the context of entertainment contracts. Using this novel approach, Title VII can put entertainment-based employers on the defensive by allowing intentional sexual torts to count as the first contract breach. One thing is for certain: something must be done to combat this culture of sexual assault within the Entertainment Industry.

"All the Truth I Could Tell": A Discussion of Title VII's Potential Impact on Systemic Entertainment Industry Victimization

There has been a distinct rise in sexual assault allegations within the entertainment industry in recent years. The culture of the industry, the nature of entertainment contracts, and the abuse of the nondisclosure agreement are to blame for this rampant abuse of vulnerable entertainers. This Article focuses on the contractual prisons in which sexually abused entertainers find themselves when they attempt to part ways with their employers. Using prevailing equitable remedies in conjunction with the feminist contract theory of context and subjectivity can help alleviate some of the pressure on abused entertainers attempting to “breach” their contracts. While Title VII has been used in the employment law context, it has yet to be applied in the context of entertainment contracts. Using this novel approach, Title VII can put entertainment-based employers on the defensive by allowing intentional sexual torts to count as the first contract breach. One thing is for certain: something must be done to combat this culture of sexual assault within the entertainment industry.[1] [1]. “The recent revelations have proven that society must examine the persistent sexual harassment issue that has plagued women in some of the country’s most important industries. The first step to tackling the problem, though, must be addressing the contractual traps that are used to silence women and obscure the pattern of abuse. This Article uses feminist legal theory to shift the conversation, challenging how we’re characterizing ‘wrongdoing’ and ‘breaches.’ It is an important contribution to a vital national conversation.” Statement by Stacey Lantagne, Professor of Law, University of Mississippi School of Law, Oxford, Mississippi (Jan. 24, 2018).

Creating an Artificial Intelligence for NDA Evaluation

The non-disclosure agreement (NDA) or confidentiality agreement is a staple of the business community, in particular the high-tech and IT business. However, there is something of a gap in the market between what legal professionals need to review an NDA and what businesspersons are prepared to offer for such services. A machine learning system is constructed that can recommend whether a given NDA is acceptable or not from the perspective of the user. The system divides NDAs into sentences regarding different topics and uses a first support vector machine to assign topics. Sentences are then grouped by topic and qualified (e.g. as strict or relaxed, or as standard, broad and limited) by a set of second support vector machines. The system was trained on 80% of 304 source documents, and performance was enhanced using various techniques, resulting in a machine learning system that can make correct recommendations on NDAs with 87% accuracy (F1=0.86).

Setting up of the Indian HIPEC Registry: A Registry for Indian Patients with Peritoneal Surface Malignancies.

There are various registries for patients with peritoneal metastases (PM) that aid pooling of data and generate evidence that dictates current clinical practice. This manuscript describes the setting up of the Indian HIPEC registry that was set up with a similar goal by a group of Indian surgeons. This is a registry for patients with PM treated with CRS and HIPEC in India. It also acts as a database for storing treatment-related information. Patients with PM from colorectal ovarian, gastric, appendiceal tumors, and other rare peritoneal tumors/metastases from rare tumors are enrolled in the registry. A coordinator updates the disease status of patients on a yearly basis. A private organization maintains the database. A non-disclosure agreement is signed between the company and each surgeon contributing to the registry to maintain confidentiality. For enrolling patients, securing institutional permission depends on the requirement of each institute; patient consent is mandatory. Data entry can be prospective or retrospective. To propose and conduct a study, the approval of a scientific committee linked to the registry is required. The Indian HIPEC registry is a practical database for Indian surgeons. There is no regulatory body that mandates collection and publication of scientific data in India. The onus is on each surgeon to capture valuable information pertaining to these common and rare diseases that could contribute to the existing scientific knowledge and guide the treatment of these patients in the future. The next challenge will be to enter data into the registry.

Ttools (B): The Value of a Patent to the Entrepreneur

A self-employed innovator developed and patented a novel combination pen and stylus device to complement the recently released Palm Pilot personal digital assistant. He presented his design to Palm, under a nondisclosure agreement to discuss the market response to the product, and his company, ttools, was subsequently allowed to advertise the device in a monthly e-mail to Palm customers. After ttools' release of the Throttle pen/stylus, Palm and the design firm IDEO introduced a similar pen/stylus device that appeared to infringe on ttools' patent. ttools, being a small, resource-constrained company, was in a precarious position. Its competitive advantage and rights as a patent holder were being threatened. It had few financial resources to draw upon, and thus its livelihood as a company was at stake. Investigates the available options ttools had to respond to Palm and IDEO's actions.

Ttools (A): The Value of a Patent to the Entrepreneur

A self-employed innovator developed and patented a novel combination pen and stylus device to complement the recently released Palm Pilot personal digital assistant. He presented his design to Palm, under a nondisclosure agreement to discuss the market response to the product, and his company, ttools, was subsequently allowed to advertise the device in a monthly e-mail to Palm customers. After ttools' release of the Throttle pen/stylus, Palm and the design firm IDEO introduced a similar pen/stylus device that appeared to infringe on ttools' patent. ttools, being a small, resource-constrained company, was in a precarious position. Its competitive advantage and rights as a patent holder were being threatened. It had few financial resources to draw upon, and thus its livelihood as a company was at stake. Investigates the available options ttools had to respond to Palm and IDEO's actions. To provide students with an understanding of how utility and design patents may be used by resource-poor entrepreneurs and inventors for building and maintaining a first-mover advantage.

Pause

Discusses the services provided by lawyers should one require services involving technical agreements within a business organization. Lawyers typically only get involved when two organizations need to agree about how to share information or work with one another. This can happen early on, when two organizations are just beginning technical discussions, with a nondisclosure agreement (NDA). Things can become much more complex and involved with business agreements, especially when significant amounts of money are involved and when there is considerable risk in the collaboration.

Reply to Mas et al.: Comment on Gebhardt et al. MAD-MEX: Automatic Wall-to-Wall Land Cover Monitoring for the Mexican REDD-MRV Program Using All Landsat Data. Remote Sens. 2014, 6, 3923–3943

Mas, J.F. et al. have submitted a paper [1] for publication, which aims to respond to a paper published by Gebhardt et al. [2]. Mas, J.F. et al. had received a consultancy in 2013 to assess the quality of the early prototype products partly described in Gebhardt et al. in 2014. This consultancy, although a formal non-disclosure agreement had not been demanded, was awarded under the mutual understanding that the data handed over to Mas et al. constitute the early development phase of the program. Therefore, Mas et al. had been asked to give an assessment on the quality of the prototypes to obtain a proof of concept for the proposed workflow of MAD-Mex. It was clear that this assessment would suffer from limited availability of high quality training and validation data available in 2013. Mas et al. finally did not execute the consultancy due to the limited vector processing capacities in their lab. In October 2014, we sent the latest products, version 4.2 of the MAD-Mex products, including the more than 200,000 validation points gathered from independent expert interpreters of all Mexican ecosystems. Mas et al. did not respond to this transfer or to our request to collaborate in the quality control and assessment of MAD-Mex.

Ethical challenges in designing and conducting medicine quality surveys

ObjectivesIn this paper we discuss the main ethical challenges related to the conduct of medicine quality surveys and make suggestions on how to address them.MethodMost evidence‐based information regarding medicine quality derives from surveys. However, existing research ethical guidelines do not provide specific guidance for medicine quality surveys. Hence, those conducting surveys are often left wondering how to judge what counts as best practice. A list of the main ethical challenges in the design and conduct of surveys is presented.Results and conclusionsIt is vital that the design and conduct of medicine quality surveys uphold moral and ethical obligations and analyse the ethical implications and consequences of such work. These aspects include the impact on the local availability of and access to medicines; the confidentiality and privacy of the surveyors and the surveyed; questions as to whether outlet staff personnel should be told they are part of a survey; the need of ethical and regulatory approvals; and how the findings should be disseminated. Medicine quality surveys should ideally be conducted in partnership with the relevant national Medicine Regulatory Authorities. An international, but contextually sensitive, model of good ethical practice for such surveys is needed.

Improving the effectiveness of nondisclosure agreements by strengthening concept learning

Intellectual property infringements rank among the top economic crimes, even though there are mechanisms in place to prevent their occurrence. One such mechanism are nondisclosure agreements, which, however, have been reported to fail in practice. This article argues that this may be overcome by strengthening employees’ concept learning. In an experiment, we investigated whether extended nondisclosure agreements, which provide the employee with detailed explanations and examples, lead to better recognition of trade secrets as compared to a standard nondisclosure agreement or no agreement at all. It was found that the extended nondisclosure agreement indeed increased participants’ ability to judge what falls under the trade secret law, whereas the standard nondisclosure agreement showed no such effect. Furthermore, the effects of the factors ‘Involvement’, ‘Specificity’, ‘Publicity’, and ‘Purpose’ on the identification of trade secrets could be proven experimentally. Employees’ judgments of whether an information represents a trade secret seem to rely on general cognitive processes. From this follows that concept learning could be integrated into systematic approaches for protecting intellectual property.

A tool to support resource allocation at small-to-medium seasonal airports

During a few months of the year seasonal airports face the challenging task of maintaining service quality while dealing with heavy traffic, often being pushed to operate on the limit of their available capacity. Under such circumstances, efficient allocation and timely reallocation of physical and human resources is what keeps the service quality of airports at an acceptable level.The paper describes a tool to support allocation of the physical resources, developed for particular seasonal airport falling in the range 1–5 million annual passengers. The tool is designed to work with the traffic schedule – to check it against existing constraints imposed by area, and to assign the appropriate alert if any of the constraints are violated. Thus, the tool provides airport planners with a clear overview of the traffic situation. Its main function is to allow airport planners to check the effects of different actions to resolve particular constraints violations on the overall situation, before making the final decision. Due to non-disclosure agreement, the tool and its features are presented in the paper on somewhat modified example.

Full-Cost Transfer Pricing and Cost Management

ABSTRACTFull-cost transfer pricing has been criticized for providing production units with insufficient incentives to economize. Our empirical study based on data from a large producer of consumer goods shows that charging full-cost transfer prices to downstream sales units can send upstream production units into a death spiral. However, our results also suggest that production units reduce costs to prevent the death spiral. We observe that managers focus their cost-cutting efforts on unit variable costs and on products with the best sales prospects. These results also suggest that, when production units are at risk of falling into a death spiral, full-cost transfer pricing can serve as a credible commitment device to motivate managers to reduce costs.JEL Classifications: D24; M31; M41; M50.Data Availability: We were given the opportunity to work with a company's proprietary database that contains sensitive and classified data that cannot be disclosed due to a non-disclosure agreement. At the start of our research, the company agreed to be referred to as Carepro, which is fictitious and does not correspond to any other existing company with that same or a similar name.

A Critical Assessment of the Non-Disclosure Agreement in the Framework of the Technology Transfer Process: A Longitudinal Study

Information and knowledge have become precious goods in the transitional era toward knowledge-intensive economies. However, protection of confidential information has become a topic of major concern. Confidentiality and the use of the non-disclosure agreement (NDA) are topics touching and influencing day-to-day business life. This study aims to provide a practical overview of the most common and most requisite elements of the NDA within the framework of the technology transfer process, beyond the borders of industry sector or country. The evolution of the content of the average NDA is analyzed, and reflection on the rather unusual elements reveals interesting topics for discussion.

Commercial mortgages – money is available if you are willing to pay the price

Purpose – The questions of loan availability and pricing were considered from the perspectives of financial economic theory and practice as well as a survey of lenders capable of financing a one-year bridge loan to determine the market's willingness to make such a loan and what rate of interest would be charged. Utilizing the sources above, in conjunction with professional knowledge and industry contacts, 101 lenders were selected as representative of the universe of lenders who had the capacity to make directly or otherwise to arrange, a $192 million bridge loan. The survey of lenders involved interviews with 67 of the 86 selected lenders from 59 firms. The paper aims to discuss these issues. Design/methodology/approach – Loan availability and pricing were considered from perspectives of financial economic theory and practice plus a survey to determine market's willingness to make a loan at what price. Utilizing professional knowledge and industry contacts, 101 lenders were selected as representative of those which had the capacity to make a $192 million bridge loan. When lenders were evaluated against criteria of size, product type, geographic territory, and willingness/capability to provide nonstandard loans, list selected for telephone interviews was narrowed, then subsequently expanded with referrals that led to identification of new potential lenders to be contacted. Findings – Nine lenders offered conceptualized deal structures to provide the required financing. Though the price may be expensive, especially relative to what borrowers may wish to pay, financing is available. Developers’ and deal-makers’ protestations that “it's impossible,” should be discounted and rejected. Because the subject property is characterized by high-risk, it is logical conclusion that the lenders expressing a desire to provide the bridge loan would expect to earn a high return, meaning that the interest rate would approach, if not exceed, 20 percent. Research limitations/implications – Because the nature of the research required that the specific identities of the building and the parties were not revealed, some lenders might decline to consider this financing opportunity. And, real world negotiation of financing terms could result in higher rates than quoted and/or disinclination of lenders to proceed. Because of very specialized circumstances surrounding this proprietary research, conducted subject to nondisclosure agreement, publication had to be deferred until those constraints no longer applied. Though the data are more than a decade old, this consideration does not compromise the relevance, validity, or generalizability of the findings. Practical implications – Markets can accommodate transactions that might be perceived as improbable. Investors which approach opportunities with creativity and open mind, can make deals that would not be possible, were strict, rigid, unbending eligible deal preference parameters to be employed. Strategists establishing policies for real estate enterprises should insist on progressive, expansive thinking in turning the scope of their potential venture involvements. Real estate education and training should address more attention to financial economic theory, strategic initiative, and creative deal making, which priority topics are too seldom prioritized, with the consequence that too many in real estate think narrowly rather than expansively. Social implications – This research substantiates a fundamental theory of financial economics and refutes conventional applied wisdom. Seldom do researchers and investors have the opportunity to “get inside” the lending decision process for a large scale commercial property, especially one characterized by daunting circumstances and considerable complexity, such as studied here. A unique real world date set – not normally accessible to property scholars – enables study of the proposition that every commodity has a price, no matter how severe or difficult the circumstances, in a manner fully congruent with the new AACSB Business School Deans policy emphasis on relevance in addition to rigor. Originality/value – As commercial mortgages much less studied than residential mortgages, this paper is significant addition to undeveloped segment of literature. As the majority of mortgage finance research, estimated to be in the range of 90 percent, has been limited to single family residential financing, the study of commercial mortgage financing is relatively under-researched. Further, the studies of commercial mortgage finance tend to be illustrative case studies with stylized facts rather than explorations of empiricism-based investigations. As most researchers engaged in exploring real estate topics limit themselves to public information, research that provides access to real world private transactions is especially important.

The legacy costs of delivering the 2012 Olympic and Paralympic Games through regulatory capitalism

The governance structure of the 2012 Olympic Games illustrates characteristics of ‘regulatory capitalism’ in which government awards an initial contract to deliver a project to a private-sector umbrella organisation. To deliver the 2012 Games, the London Organising Committee for the Olympic and Paralympic Games (LOCOG) is estimated to have awarded over 75,000 (sub)contracts to private companies. The government’s ability to make political interventions after an initial contract is awarded is sacrificed to maximise the likelihood of the project being delivered on time. This paper shows how, as a consequence of this structure, the separation of the delivery of the Games from its volunteer legacy responsibilities prevented the adoption of a strategy for generating more community volunteers from the Games. It prevented synergy being maximised between LOCOG’s Games Maker programme and Sport England’s Sport Maker programme, which aimed to generate 40,000 new sport volunteers. Further, legal protection of the sponsor’s interests prevented Olympic events such as the torch relay, and even certain words, being employed by local government to promote sports participation. A further consequence of LOCOG’s status as a private company has been the restrictions imposed by the ‘non-disclosure agreement’ its employees and contractors were required to sign, which has limited a knowledge transfer legacy – a liberty cost of regulatory capitalism. Delivery by regulatory capitalism is shown to have had significant hidden costs in relation to legacy aspirations with implications for future mega-sports events such as the 2014 Commonwealth Games.

Behavioral-Economic Nudges and Performance Measurement Models

ABSTRACTWe describe the context wherein a Fortune 500 company's performance measurement model (PMM) has endured and evolved over a 15-year period. The PMM's tenure and continued importance refute the alleged faddish nature of PMMs such as the Balanced Scorecard, at least in this case, and allow identification of factors that add to theory about PMM longevity. We use a behavioral-economic framework and qualitative and quantitative data to examine the mechanisms behind this successful PMM. Aspects of the way the PMM is designed and implemented appear to enable the company using the PMM to exploit or mitigate common behavioral heuristics and biases in decision-making. The PMM helps manage cognitive load in a way that is consistent with the company's priorities, and it manages biases by allowing the company to frame performance information in ways that nudge managers toward strategically important results and risks. The behavioral-economic connection might be a reason why this PMM, and perhaps others, endures. Thus, this study adds to and presents preliminary empirical support for testable behavioral-economic PMM theory.Data Availability: Use of all data collected for this study is regulated by a strict nondisclosure agreement, which requires the researchers to protect the company's identity and its proprietary information.

Tribe at a Crossroads: The Navajo Nation Purchases a Coal Mine

Tribe at a Crossroads: The Navajo Nation Purchases a Coal Mine

Research Use of the IRI Marketing Data Set: Bibliography

The IRI Marketing Data Set was introduced in 2008 (Bronnenberg, Kruger and Mela, 2008) with five years of data. The data set was expanded to include more than twice as much data (2001-2012). This paper provides an update on the data set, and a bibliography with abstracts of over 100 publications, theses, conference papers and dissertations which have used the data set. The purpose to provide an easy way for users to see how others have used the data set. There is information about obtaining the 150 gigabyte data set (which requires a nondisclosure agreement and a handling fee of $1000).

Contract Pharma Grows In China

The nondisclosure agreement is a defining feature of business between drug companies and the firms that supply their chemicals. It reflects a culture of secrecy that makes pharma companies loath to reveal their suppliers of fine chemicals and active pharmaceutical ingredients (APIs). It’s not surprising, then, that unsubstantiated anecdotes abound in any discussion of trends in contract manufacturing of pharmaceutical chemicals. One of the most prominent claims lately has been that business is looking up in Europe and the U.S. because a lot of the work that used to be outsourced to China is returning to the West. Fine chemicals firms claim that Western drug companies have learned through experience that doing business with a supplier on the other side of the world is not as much of a bargain as had been perceived. The firms also argue that drug companies have growing safety concerns following scandals such as the ...