Specific Performance Confidentiality Agreement

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For a given benefit, the traditional rule is only when legal or criminal damages would not be sufficient to place the applicant in the position in which she would be likely to be following the conclusion of the agreement. Under the common law, an applicant`s rights were limited to an action for damages. Subsequently, the court instead developed the remedy for certain services if the damage proved insufficient. The special benefit is often provided by the recourse of a property right which gives the applicant the right to take possession of the property at issue. [Citation required] Appropriate relief. The parties recognize that if one party fails to meet the specific obligations of this agreement, the other party could cause irreparable harm, i.e. harm for which financial harm would be insufficient. In addition, the parties recognize that if the victim must demonstrate irreparable harm in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTed], the delay required to demonstrate irreparable harm could increase the harm suffered by the victim. Therefore, the parties intend that, if one of the parties does not comply with the specific obligations of this agreement, each jurisdiction should consider that such a violation would cause irreparable harm to the victim for the purposes of the decision whether or not to grant a fair discharge. It is customary for the Equitable Relief clauses to say that something “equivalent to any violation of the agreement would cause irreparable damage.” There are two problems with that.

However, it appears that some U.S. courts are taking a different approach. The case of Martin Marietta Materials Inc. v. Vulcan Materials Company in 2012 involved the interpretation and application of a confidentiality agreement containing the above terms. In that case, the Delaware State Supreme Court upheld a decision by Clerk Strine. At trial in that case, Chancellor Strine said: as with the omission tests, the traditional rule of a given benefit is whether the claimant will suffer irreparable harm if the court does not award a particular benefit, that without a concrete benefit, financial relief would not be sufficient. In other words, if one party violates confidentiality obligations, the other party is entitled to an injunction. As a general rule, the specific benefit order is not granted when one of the following things applies: I agree that you often see that language, but at the end of the day, in the United States, fair relief is also left to the discretion of the court.

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