What the Taylor Swift/Travis Kelce wedding can teach us about NDAs
As an attorney I am used to dealing with confidential information. So much so that I am conditioned to treat just about everything as confidential, including what comes and goes in my personal life. If a friend tells me something, I presume it’s confidential until told otherwise. Conversely, I don’t presume that what I tell people will be kept confidential, so I carefully choose when to share private information, limiting those disclosures. This approach has worked for me professionally and personally for a long time, and I never gave it much thought.
Last weekend, I kept checking my phone for updates on the secret Swift-Kelce wedding because I’m a huge fan of Taylor Swift and admire her talent and business savvy. I was hoping—and frankly expecting—that I would catch a glimpse of the secret event. I told myself that surely there would be something shared with their fans, a photo of them, the décor, something. And that’s when I thought: Did the nondisclosure agreements (NDAs) that the guests and staff reportedly signed really work? It certainly looks like they did.
Taylor Swift and her husband may have started a trend by bringing the legality of an NDA into a social context. It’s such an interesting concept that I am unable to “shake it off.”
Is it too crazy to consider using NDAs in our personal relationships? For example, if I tell my close friend a secret and tell her not to repeat it, do I just trust that she won’t, or do I ask her to sign an NDA? Would I sue her if she violates? What about asking her to sign an NDA about our friendship in general and consider everything confidential unless otherwise stated? The questions are endless but not entirely unreasonable.
But before I start drafting NDAs for my friendships, though, it’s worth stepping back to look at what an NDA is, when they are typically used in a legal setting, and what can happen if someone violates or “breaches” the NDA.
What is a Nondisclosure Agreement (NDA)?
In general, a Nondisclosure Agreement (NDA) is a formal, enforceable contract. It is designed to ensure that confidential information remains private. As a contract, it defines the responsibilities of the parties involved and provides legal remedies if the agreement is violated.
When is an NDA appropriate?
Typically, NDAs are used in business situations to protect the confidential information of parties to a transaction. This could include information shared by one party with another party that is trying to determine whether/how to proceed with a transaction. If you are thinking about buying a business and want to review information pertinent to that before you commit, an NDA would be appropriate for you to review and possibly sign, subject to the advice of your attorney.
If you “spill the beans” and violate an NDA, what are the legal consequences?
Technically, the legal complaint against you would be for a “breach of contract.” If you are found to be in breach, you could be liable for monetary damages caused by your breach. If disclosure of confidential information caused harm to another party to which you promised confidentiality, you could be liable to pay those damages.
Whether or not Taylor and Travis have started a new trend, the legal value of an NDA, lies more in the threat of a lawsuit and less in trusting the people we let in. So the next time a friend tells me something in confidence, I’ll keep presuming it’s private. But we all might start wondering if we need better terms.
Dinner at my house?
For further information contact:
Melinda Malecki [email protected]