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) information. BigCo also violated the fundamental purpose for which III’s information was supposed to be used. And possibly furthermore, the recipient was wrong and violated the terms of the Agreement by disclosing and sharing III’s confidential information to the public by having a quote on a public business newspaper, the Financial Post. BigCo violated all of paragraph 2; under Obligations. Additionally, you must assume, since III terminated the BigCo agreement, the contract is still in effect, and that being said the information that the executive disclosed was still in effect and confidential.

RBI Agreement
1) The RBI Agreement strictly states that the confidential information is only provided to the Recipient by the Discloser. And there is also no clause or paragraph in the RBI Agreement that states and supports the Recipient disclosing information to the Discloser.
4) In order for Snoopy Weasel not to pursue any business relationship with RBI, Snoopy Weasel (Recipient) must; cease all use of RBI’s (Discloser) Confidential Information, promptly return all tangible Confidential Information to RBI, so that Snoopy no longer has any such information in its possession or under its control, even electronic formats, and finally Snoopy must cease any and all work in connection with and any further use of RBI’s Confidential Information. The RBI Agreement doesn’t state what could or should RBI do. But I would assume that RBI should make sure that Snoopy Weasel returns all of RBI’s Confidential Information.
5) Having RBI’s wife read the confidential information that was left accidentally on the kitchen table, should not affect Snoopy’s duties at all, because they both have absolutely nothing to do with each other. Snoopy has to keep the same information confidential and not to disclose it accordance with the terms of the RBI Agreement, because Snoopy has an obligation or more specifically, Snoopy has a legal duty of confidentiality to RBI.
7)a) In order for RBI’s management team to ensure that the information