An NDA should leave room for lawful disclosures.
Notice mechanics and protected reporting need separate treatment.
The question to ask
Check whether legal process, regulator reporting, and protected disclosures are covered. Ask when notice is permitted, who handles the request, and whether the agreement requires cooperation or costs that cannot practically be met.
Illustrative clause — not a court case
Hypothetical wording: No information may be disclosed to any person for any reason without prior written consent. Read this alongside subpoenas and protected reporting.
Source and legal limits
Section 1833 provides limited trade-secret disclosure immunity under specified conditions and an employer notice requirement that also covers individual contractors and consultants. It is not a blanket permission to publish confidential material or obtain it unlawfully.
What can go wrong
A consent requirement can conflict with time-sensitive legal duties. Equally, an overly broad exception may reveal more than required. The facts, recipient, purpose, and method of disclosure matter.
A focused negotiation
Ask counsel to distinguish legally required disclosures from legally protected reporting. Limit any notice obligation to what law permits and discuss minimum necessary disclosure, costs, and assistance. Do not rely on a generic sentence as full compliance.
Sources and scope
18 U.S.C. § 1833 (2024 U.S. Code edition)
Limited trade-secret disclosure immunity and notice provisions, including contractors/consultants. Fixed 2024 edition; check current law.
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