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If a person has someone sign a generic (downloaded from the internet) NDA, where they said the subject of the NDA was theirs alone, but later discover a third party who was not mentioned is involved, does that impact the validity of the NDA? Would it count as "false pretenses"? For example, if I signed an NDA to not discuss X's green bean casserole recipe, but later discover Y was involved in the green bean casserole recipe which X purposeful obfuscated, is the NDA still binding?

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  • Alice owns the green bean casserole recipe. Bob signs an NDA to learn more. Please explain how Charly's access to the recipe, who might or might not have signed an NDA with Alice, in any way impacts Bob's NDA. That part of your construction is very unclear to me.
    – Trish
    Feb 6 at 7:42
  • I think it's more: Bob signs an NDA to get access to the green bean recipe Alice claims she owns exclusively. It then transpires that Charly is at least part owner of the recipe (and Alice deliberately hid that fact).
    – TripeHound
    Feb 6 at 7:50
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    How/why would the existence of person Y change the agreement between the subject person and person X? There is no agreement with Y, so whatever information you glean from Y may be shared. Are you asking if doing so would violate the agreement with X? Why would it if you got the information from Y? Feb 6 at 17:26

1 Answer 1

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"It's Complicated"

I can think of a very simple example where there would be no "case", but another where there might be.

Consider case A, Bob signs an NDA with Alice for access to her green bean casserole recipe, only to learn that Charlie actually provides the specially bred green beans which are the secret ingredient. The FACT that Alice has the association with Charlie IS the protected information under the NDA. If not enforceable, the NDA is meaningless.

Now consider case B (sorry, have to change the scenario slightly): Bob signs an NDA with Alice for access to the source code of the Magic Widget app. On gaining access, he sees that the source code is a direct copy of open source project SuperWidget developed by Charlie, complete with the GPL notifications in the source code. Again, here the fact of Alice's associate with Charlie IS the protected information, but also the fact that Alice essentially stole Charlie's intellectual property. This NDA is likely unenforceable, due to covering illegal or unethical activity.

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