I was given a contract (NDA) that looks like it was from a template that was not retyped. My name is not stated anywhere on the contract, but rather someone else's name is on the contract. I do not know this other person.

What am I liable for if I sign this? If the other person breaks the contract by disclosing company secrets, am I liable? If I disclose company secrets, am I liable, given that my name appears nowhere on the contract but the signatory line?

This contract is between Joe and John. blah blah blah. Joe agrees to not disclose blah blah

My name is not Joe or John and I know only John.

  • You can always correct the error, sign the corrected NDA, and return it with an explicit instruction to the company to review your correction. In general, both parties to a negotiation can draft proposals. – MSalters Aug 3 '20 at 8:12
  • @MSalters correct, but it's in my interest for the NDA not to be valid for a variety of reasons – user760900 Aug 3 '20 at 15:46

If a contract always uses the wrong name, is it still valid?

A contract is not a piece of paper. It is an agreement between parties that meets certain criteria. The piece of paper is just evidence of that agreement that can be referred to should there be any misunderstandings or disputes.

So in your case, you would be presumed to have discussed the terms with the party you sign the NDA. You would be presumed to have fully understood them. A wrong name on the paper is just an error. It may make it more difficult to establish that you indeed entered the contract (in case of a dispute) but it will by no means invalidate the contract.

  • so presumably, I would not be liable then if Joe breaks contract by the example above? – user760900 Aug 3 '20 at 2:03
  • @user760900 You will be liable unless you somehow prove you did not enter the contract (simply "my name is not there" will not work). There will be no Joe, only you (whatever your name is) and John. – Greendrake Aug 3 '20 at 2:08
  • @Greendrake: I think you misunderstood the comment. There is likely a Joe, and Joe probably has a separate NDA with the same employer. If that Joe breaks his NDA, then the consequences for Joe will be those of his NDA. user760900 is not a party to Joe's NDA and vice versa. – MSalters Aug 3 '20 at 8:08
  • @MSalters correct, but it seems like the employer copied Joe's NDA and sent it to me. I know for a fact Joe exists (after some googling). However, I do not want to be liable for Joe's indiscretions, yet it would be in my interest to ensure the contract is invalid. – user760900 Aug 3 '20 at 15:51
  • @user760900 You certainly won't be liable for Joe's indiscretions. You will be liable for yours despite the wrong name (unless, again, you somehow succeed proving you did not enter the contract, which would be tricky if you actually did). – Greendrake Aug 3 '20 at 23:30

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