We often see clauses restricting release of the sponsor's confidential info
and often there is an "out" if a governmental regulation or judicial order
requires disclosure.  However, the following clause is a first for me and I
am not completely certain where the sticking point is but my gut tells me
there is one.

"Release of Proprietary Information:  In the event any governmental or
judicial order requires the disclosure of Proprietary Information, the
recipient of such Proprietary Information shall promptly but in any event
prior to such disclosure notify the originator of the Proprietary
Information of the requirement and provide reasonable aid and assistance if
the originator decides to oppose such governmental or judicial order.  The
recipient shall not be responsible for any disclosure of Proprietary
Information made pursuant to such governmental or judicial order if it has
complied with the provisions of this paragraph."

My legal advisor is out for several weeks and I need some advice.

To me, this suggests that we could end up in court if the sponsor opposes a
judicial order to release info.  Also, it suggests that they are attempting
to keep us harmless if we do so in accordance with the paragraph.  I have a
few concerns because we are a state instrumentality and because I am just
not sure what the implications would be if we agreed to do this.  Also, it
might help you to know that they have some information they may give us
that could constitute a trade secret.  Although it is still not clear that
it is a trade secret, the language in the earlier parts of this clause says
some things must be maintained in confidence for a specified time period (I
think about 3 years) and this supposed trade secret stuff has to remain in
confidence forever.  I wonder if this is the reasoning behind the
disclosure text in the clause above.  Any advice about what land mine we
might be stepping on would be helpful.

thanks.

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