Our experience is that most « confidentiality agreements » are reasonable. However, more and more agreements of this type go far beyond what is reason. Some confidentiality agreements provide that the worker must give up much of his or her privacy (for example. B acceptance of a polygraph test) or even confidential information provided by the worker`s next employer (e.g. B the obligation to disclose activities involving and for customers, i.e. confidential information of the next employer. Unfortunately, restrictions on the employment relationship are often included by reference in employment contracts and letters of offer, either by « burying » them in manuals, compliance manuals, stock option plans, etc., or (b) as being entirely different and misleading, such as « non-interference obligations » or « standard working conditions ». Strife. In the event of any conflict or inconsistency between the terms of the [Sales Agreement/Merger Agreement] and the terms of this Agreement, the terms of the [Sales Agreement/Merger Agreement] shall apply. The inclusion clause of the underlying agreement is found in support and assistance agreements, such as. B a sale and acquisition agreement concluded at the same time as a contract for the sale of assets.
The clause is used to include, by reference, the terms of the underlying agreement (such as insurance, guarantees and agreements) in the support agreement. David Munn drew my attention to an interesting case concerning how to incorporate provisions from another document into an agreement. Within minutes of the search, I found a relevant 2d note from American Law Reports (41 A.L.R.2d 872), which describes a similar case, Pacific Vegetable Oil Corp. v.C.S.T., Ltd., 174 p.2d 441 (Cal. 1946). In this case, the contract has been subject to the published rules of the association. The court decided as follows: « The fact that the parties have agreed to be bound by the published rules of the association does not alter the outcome if, as here, there is no explicit inclusion of certain rules in the contract. . . .