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#1 CAUSE of FAMOUS Break-Ups...BAD NDA's | Media Lawyer Explains - YouTube
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allegedly jennifer j lo lopez
[3]
just broke up with her fiance alex a-rod
[6]
rodriguez
[7]
because alex allegedly again was
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cheating on j-lo
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with madison lacroix i'm calling her mad
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crow
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how to get caught looks like a busted
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nda or what's called a non-disclosure
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agreement
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in today's video i'm going to show you
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how to get away i mean not get caught
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with your pants
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i mean no jeez i'm going to show you how
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an nda works
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and how to make sure your nda is
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ironclad
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[Music]
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again allegedly back in february
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a-rod and madison were dm'ing back and
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forth
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at some point in time madison was asked
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to sign a non-disclosure agreement
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what's that a non-disclosure agreement
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is a document between people
[50]
when one or both don't want details of
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their personal relationship
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disclosed publicly and they want that
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information
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to be confidential the allegation is
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that madison breached the a-rod
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nda because earlier this month she was
[65]
quoted as saying
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he's never physically cheated on his
[67]
fiance with me
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she said that she talked to him randomly
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but not consistent just so we're clear
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that you got the facts it appears that
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madison says that a-rod
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never physically cheated on j-lo just
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emotionally
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let's talk about whether or not madison
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breached a-rod's nda now we don't
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actually have a copy of the nda
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but there are a lot of samples out there
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of personal
[90]
ndas and i have one to review let's go
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to my computer all right we're at my
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computer right now and we are having fun
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with non-disclosure agreements and this
[99]
saga between
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jlo and a-rod and madison lacroix now
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the first thing i want to tell you about
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this particular agreement is it's a
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sample agreement
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i got it off the internet it looks like
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it was made in australia
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but the principles of this
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non-disclosure agreement are the same as
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probably in
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a rod's nda agreement this is a personal
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non-disclosure agreement and so we're
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going to look at three main points that
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i really want you to
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understand if you're going to sign a
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non-disclosure agreement or
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you're going to give a non-disclosure
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agreement to someone to sign you better
[133]
understand
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how the agreement works first thing i'm
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going to take you down to
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is clause number three and you can see
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in the highlighted green here the title
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of the clause is survival says this
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agreement shall govern
[147]
all communications between the parties
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recipient
[150]
understands that its obligations under
[152]
paragraph two which we'll talk about a
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little bit later
[154]
shall survive the termination of any
[157]
other relationship between the parties
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the first thing i want you to understand
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is recipient in this particular case
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would be
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madison lacroix she would be the
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recipient of this agreement and be
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obligated
[168]
to follow this agreement the other point
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i wanted to make is that
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i have highlighted here all
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communications your
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ndas must govern all
[178]
communications between the parties none
[180]
should be excluded
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i know oftentimes there's some you know
[184]
you you might want to say hey i got a
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glass of water with
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a-rod or or i saw him at a movie uh
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premiere or something like that
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but the point of it is is that you don't
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want any ambiguity
[195]
in your nda so i'm sure in a rod's
[198]
agreement
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with madison lacroix it pertained to all
[202]
communications between the parties dms
[206]
phone calls emails whatever it is in
[208]
person conversations
[210]
allegedly they didn't talk in person but
[212]
maybe they did
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and the nda should cover those
[216]
communications
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and the second point of this first point
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is that you want your nda to survive the
[222]
termination of any other relationship
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between the parties this term
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should govern the relationship between
[228]
the parties whether or not they're
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together
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whether or not they're still friends or
[231]
whether or not they've parted and
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they've moved on
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it should be of unlimited duration that
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way you can adequately protect your
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personal information
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if you don't have a provision like this
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or if you don't have a provision with
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some sort of limitation
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the party should keep the information
[247]
confidential for 10 years if you don't
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have that
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then the courts will be looked at to
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construe that interpret that
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as being maybe that there is a
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limitation and maybe there's a
[257]
reasonableness
[258]
limitation on the term of this nda so
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you don't want a court to
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interpret that you don't want a court to
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read into the agreement you want it to
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be specific
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to the nda and say listen this agreement
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is in effect
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forever this agreement is in effect for
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one year
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make sure you're specific in your ndas
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and just to go back to the madison case
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for a moment
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now we again we don't have the nda that
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a-rod gave her
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but we can probably be sure that
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whatever the nda was
[287]
it governed at least a year or more in
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time
[290]
and the statement that madison made
[292]
relating to the fact that a-rod
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never physically cheated with her was
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probably governed by this agreement
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because it was only a month after she
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allegedly signed the nda
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so we can gather from this that the nda
[305]
a-rod gave her was probably in effect
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when she made that statement the second
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point i wanted to make regarding
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the nda and a-rod and j-lo and madison
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lacroix
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has to do with paragraphs one and two
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and that has to do with the definition
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of confidential
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information how an nda works is that
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confidential information is specifically
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defined
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in the agreement and then later on in
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the agreement the words confidential
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information
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are referred to and that way you don't
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have to write out all the things that
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are
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you know prohibited from being spoken
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through each
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paragraph of the nda so it defines it at
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the top
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and then it refers to it later on so the
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definition here it says
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as used in this agreement confidential
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information refers to any information
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which entails personal details in this
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case
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of fellow members and supporters and
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associates blah blah blah blah
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this phrase that i've highlighted here
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any information which entails personal
[366]
details
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is absolutely crucial if you're going to
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do an
[369]
nda and if you want it to work you have
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to specifically
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define confidential information and it
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has to be over inclusive you may be
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tempted to be you know gentle with it
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and
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say certain things are excluded and
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certain things aren't
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but i really encourage you if you're
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going to give an nda to an employee
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a friend maybe a romantic relationship
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that it be
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broad and specific because again like i
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talked about
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with respect to paragraph three if you
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don't define it the court will
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and if the court does it you're probably
[400]
not going to like the definition and as
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a result the nda is probably not going
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to be effective so i really want you to
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be
[406]
conscious of this if you're going to do
[408]
an nda you need to specifically
[410]
include everything that's to be covered
[412]
in this particular agreement
[414]
it appears that all personal details of
[416]
this relationship between the parties
[418]
are covered so nothing about them can be
[421]
disclosed
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now in jabra's case his nda probably was
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similarly worded to this example
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and prohibited madison lacroix from
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disclosing
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any and all personal details about the
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relationship
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so when she said they talked randomly
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not consistent
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in my opinion that appears to be a
[441]
breach
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of the nda she disclosed not only
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that she knew that a-rod didn't
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physically
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cheat on his fiancee j-lo but she also
[451]
disclosed that they did talk
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randomly and not consistently
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that in my opinion if a-rod's agreement
[460]
was
[460]
had the definition of entails personal
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details like you see in paragraph one
[465]
i gotta say madison lacroix probably
[467]
violated that nda
[469]
and if she did that would be a breach of
[470]
the agreement and a-rod would be
[473]
entitled to a remedy
[474]
and that's where i'm gonna i'm gonna
[476]
take you down to the remedy section of
[477]
this sample agreement
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titled injunctive relief it's paragraph
[481]
5
[482]
and i have the pink highlighter there
[483]
injunctive relief
[485]
refers to a kind of legal remedy which
[488]
allows one party to stop
[490]
or make the other party continue doing
[492]
something
[493]
that's consistent with an agreement or
[495]
some sort of
[496]
prior promise so in this particular
[499]
sample
[500]
agreement you'll see here a breach of
[502]
any of the promises or agreements
[504]
contained herein will result
[506]
in irreparable and continuing damage to
[508]
the society which is one of the parties
[510]
in this agreement for there will be no
[511]
adequate remedy at law
[513]
and the society shall be entitled to
[514]
injunctive relief and or a decree for
[516]
specific performance
[518]
and such other relief as may be proper
[521]
including
[522]
monetary damages so there's a lot to
[524]
unpack there i'm going to be really
[525]
brief under the law under the common law
[527]
there was a requirement that the court
[529]
could only make orders of someone saying
[532]
you
[532]
either have to stop talking or you have
[534]
to talk
[535]
based upon some sort of agreement if
[538]
there was no other
[539]
adequate remedy at law if there was no
[542]
other way to
[543]
compensate a party financially so in
[546]
this agreement they put that provision
[548]
in there so that if there's no ambiguity
[550]
the court is
[551]
if there's a breach the court is
[553]
obligated to
[554]
decide whether or not injunctive relief
[557]
is appropriate and in this particular
[558]
case injunctive relief would probably be
[561]
telling one of the parties stop talking
[564]
you have promised to keep our
[566]
relationship confidential
[567]
and the court hereby orders you to stop
[570]
talking with injunctive relief
[572]
it doesn't take a whole long time to go
[574]
through a court trial oftentimes
[576]
you can get a preliminary injunction
[578]
which will allow the court before the
[580]
case is even decided
[581]
to order a party to stop so this is very
[584]
crucial in your ndas
[586]
you need not only an injunctive relief
[588]
provision but also a damages provision
[590]
which we're going to get to there
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i just want to highlight this because it
[593]
may be obvious here that we're talking
[595]
about it
[596]
specific performance is the inverse of
[598]
injunctive relief
[599]
it tells a party that they've got to do
[601]
something specifically so
[603]
injunctive relief might be there to say
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stop and the pacific performance may be
[607]
there to say
[608]
continue to do what you promised to do
[611]
now we mentioned this a little earlier
[614]
what are a rod's damages
[616]
if this was the agreement and madison
[618]
lacroix was determined to have breached
[620]
the agreement
[621]
then he likely would seek damages
[623]
against madison lacroix
[624]
and those damages probably have to do
[626]
with damage to their reputation now
[628]
when you are a big famous star it's
[630]
easier to prove damages because
[632]
bad statements like this can't equate
[634]
with a reduction in gigs maybe you're
[636]
you know doing commentary for major
[638]
league baseball and now you can't do it
[640]
because of this allegation
[641]
maybe you lost the benefit of the
[644]
relationship with j.lo because of
[645]
something false someone said so
[647]
and there could be some damages
[648]
attendant to that so in this particular
[650]
case if
[651]
madison croy violated the nda and j-rod
[654]
wanted to take her to court
[655]
he would allege probably many thousands
[657]
if not millions dollars of damage
[659]
for the disclosure she made that
[660]
contradicted was violative
[662]
of the nda so those are the three points
[664]
that i wanted to get across today if
[666]
you're designing an nda
[667]
you have to make sure that if you want
[669]
this personal information to stay
[672]
confidential
[673]
that you make sure in the agreement it
[675]
is of
[676]
unlimited duration meaning that it
[678]
survives the relationship of the parties
[680]
and the other person has to keep the
[683]
personal details of the relationship
[685]
secret forever second you really have to
[687]
be specific
[688]
in your definition of confidential
[690]
information you have to make sure
[692]
it's all inclusive so any of the details
[695]
any of the times you did stuff any of
[697]
the time you met people
[699]
any of the times you bought stuff for
[700]
another all that stuff is covered by the
[702]
confidential information clause in the
[704]
nda
[705]
if you don't do that then you risk the
[707]
agreement being ambiguous
[709]
and a court of law could come in and say
[711]
hey listen this nda is invalidated
[713]
because it's ambiguous it's not capable
[715]
of being understood or it's confusing so
[718]
you really have to spell out
[720]
in that section on confidential
[722]
information what
[723]
exactly that is defined as and finally
[726]
you need a remedies clause
[728]
you need to be able to control if
[729]
there's a situation where you believe
[731]
the nda was breached you need to be able
[733]
to go into the court and get an
[735]
injunction and enjoin someone from
[737]
disclosing further personal details and
[739]
for the details that made it out
[741]
you need a remedy you need to be able to
[742]
sue that person and to recover damages
[744]
to your reputation as a result of the
[746]
disclosure
[747]
of this personal information if you
[749]
don't have a
[750]
remedies clause in your nda then you
[753]
risk it being up to the general law
[755]
which may not be as specific or as
[758]
helpful to you
[759]
in keeping your personal information
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secret but these three points may not
[763]
answer
[763]
all your questions about nda so i have a
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couple more things i want to tell you
[767]
about nda's i'm going to go back to the
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computer
[769]
creators have asked me listen i have an
[772]
nda in place
[773]
what happens if a court subpoenas the
[776]
information that i'm supposed to keep
[778]
secret
[778]
what if the police come and say you
[780]
gotta disclose
[782]
your relationship with alex rodriguez
[785]
what do i do and the answer is actually
[787]
in this specific non-disclosure
[788]
agreement where i'm going to take you
[790]
down to
[791]
paragraph two where i've highlighted in
[793]
yellow
[794]
recipient shall treat all confidential
[797]
information of the society
[798]
which is of course one of the signers of
[800]
the agreement
[801]
with at least the same degree of care as
[804]
recipient accords its own confidential
[806]
information so this is kind of one of
[808]
those catch-all clauses in
[810]
nda which says listen you're obligated
[812]
to keep
[813]
the stuff secret however
[816]
we want you to treat it just as you
[818]
would keeping your own secrets that
[819]
don't involve the other party to the nda
[822]
if that was the case if you had secrets
[824]
and you were compelled by a court
[826]
to disclose them it's probably likely
[829]
you would do that because you wouldn't
[830]
want to go to jail for contempt so
[832]
this is kind of a way out of an nda and
[834]
that's why a lot of people out there say
[836]
that
[837]
ndas are a waste of time actually
[839]
madison lacroix said it in some of her
[841]
statements about this a-rod thing she
[843]
said they're not worth the paper they're
[845]
written on
[845]
and that's often true i don't think
[847]
that's true because i do think that it's
[849]
great to be able to have
[851]
some sort of written information and be
[853]
able to take someone actually to court
[854]
if they substantially damage your
[856]
reputation
[857]
or deprive you of a business opportunity
[859]
but you have to know
[860]
that a lot of ndas are written in this
[862]
way so you're only obligated to keep the
[864]
confidential information
[865]
as secret as you would your own personal
[868]
secrets so the answer to the question is
[871]
if you are
[872]
under an nda that you signed and accord
[875]
you get a subpoena
[877]
uh the police come knocking on your door
[879]
i think the first step is to resist
[880]
disclosure and say listen i'm under an
[883]
nda and so
[884]
i can't disclose it to you but if you're
[886]
you're uh
[887]
again you know in a court of law or
[889]
facing jail time
[891]
for your failure to disclose then you're
[893]
probably going to disclose it i also get
[894]
this other question and that is
[896]
you sign an nda with someone and then
[900]
you know a year or two passes and that
[902]
certain someone says you know what it's
[904]
okay to disclose that we went to cancun
[906]
that one
[907]
summer my response to you and my
[910]
suggestion to you
[911]
is that you don't do it the answer
[914]
appears in this sample agreement
[916]
right down here and this is paragraph
[920]
6 it says entire agreement
[923]
this agreement constitutes the entire
[925]
agreement with respect to the
[926]
confidential information disclosed
[928]
herein and supersedes all prior
[930]
or contemporaneous prior would be
[932]
discussions before this agreement
[934]
contemporaneous means discussions during
[936]
while this agreement was being formed
[937]
and drafted
[938]
oral or written agreements concerning
[940]
such confidential information
[942]
this agreement may only be changed by
[944]
mutual agreement between the parties in
[946]
writing so what could happen is let's
[948]
say two years down the road
[949]
someone the person you're in the
[950]
agreement with says hey listen it's okay
[952]
to disclose this certain
[953]
personal information that's obviously
[955]
confidential information as defined by
[957]
the nda
[958]
don't do it because this agreement may
[960]
only be amended
[962]
by mutual agreement between the parties
[964]
in writing
[965]
so it's very possible that two years
[967]
down the road the guy says it's okay to
[968]
say this
[969]
and you do and then later on he turns
[971]
around with a lawyer and says
[973]
you violated this agreement and your
[975]
response is well you told me i could
[977]
and he says look at this paragraph six
[979]
he says this agreement can only be
[980]
changed in writing
[982]
was it change in writing okay in that
[983]
case you owe me damages
[985]
so be very weary if you are the person
[988]
signing the nda you need to know how
[990]
long it exists for
[992]
and you also need to know whether or not
[993]
it can be amended by oral statements
[996]
most cannot most can only be amended by
[999]
written statements and if you
[1000]
violate the agreement and it's not
[1002]
amended then you are in trouble
[1004]
all right thanks for joining me on a
[1005]
discussion of jlo a-rod
[1007]
and mad kroy and nda's non-disclosure
[1011]
agreements
[1011]
i'm hoping that you took something from
[1013]
this like and subscribe for more legal
[1015]
tip videos and i'll see you in the next
[1022]
one
[1025]
[Music]
[1036]
so
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