Beware 'Backdoor Standstills' In Nondisclosure Agreements

Law360, New York (November 5, 2012, 5:15 PM EST) -- Don’t make promises you can’t keep … or that you will be unwilling to keep as evolving circumstances give rise to temptation to renege on a prior agreement.

In keeping with the spirit of Delaware’s “pro-contractarian public policy,” the Delaware Chancery Court in Martin Marietta Materials Inc. v. Vulcan Materials Company thoroughly examined both the text and extrinsic evidence of the parties’ intent at the time of execution of a set of confidentiality agreements in support of its decision to enforce the terms of the agreements...
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