My companies NDA has this line

Individuals shall not, directly or indirectly, disseminate, make available, disclose, or use any reason other than performance of their job with the Company, any confidential information or proprietary data of the Company, unless and only to the extent such release or disclosure is required by any court or administrative agency (and then only after prompt notice to the Company to permit the Company to seek a protective order).

I can't help but think what that part in parenthesis means. If I were to for whatever reason be in court as a witness testifying against my employer, based on the NDA it sounds like any time a lawyer asked a question I'd have to defer to the my company to object to the question per the wording of the NDA. Similarly if I were subpoenaed for information regarding my company, I'd have to bring my employers lawyer along.

Is this a correct interpretation?

(It should be noted, this scenarios are theoretical, I don't know of anything I might get subpoenaed about)

1 Answer 1


The parenthesized part means that if you are being compelled by law to disclose some confidential information, you must promptly notify the company of that fact. They could they respond by trying to get you excluded as a witness, or to limit your testimony, but you don't have to care what they do once they've been notified that you were subpoenaed. It may well be that every time the opposing side asks you a question, "your" side will object, and the judge will decide whether to sustain or overrule the objection. The only way in which you would defer to the company lawyer is by not answering the question before the question is finished (i.e. give the attorney 2 seconds to voice an objection).

You would not have to "bring" the employer's lawyer along to a deposition, but that lawyer would probably be present and would similarly raise objections, if he felt like it. Your duty is simply to tell the company that you are being compelled to testify.

In case the police or a detective agency are investigating the matter and they come to interview you, you are not compelled by law to answer (or to hand over documents), therefore you are supposed to decline to answer (and you are not obligated to inform the company that someone asked a question). As for an administrative subpoena, the perhaps tricky part will be knowing whether you are being compelled to testify, or invited to testify. The wording of the paperwork should inform you whether this is compulsory.

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