Concerned regarding a statement in the NDA

[Bigrob]

Asking for advice from those with a legal background. I mentioned in another post that I had been contacted by Wyndham regarding my account suspension and working toward a resolution (after another "points audit").

While high-level summary findings were provided, the details of the analysis were withheld pending my signing a Non-Disclosure Agreement. I have not signed the NDA because the following sentence is in the NDA:

""The Parties further agree that the Confidential Information will not be disclosed, referenced or admissible
into evidence during the trial of any other lawsuit other than a lawsuit specifically to enforce this Agreement."

Can those with a legal background comment as to whether this statement limits my legal recourse for anything that might be revealed to me after signing this agreement?

 

[wjappraise]

So, they are requiring you to sign an NDA without telling you the details of their analysis/audit?


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[Happy Hopian]

The information from the disclosure for which you sign a NDA might not be used but when it is requested as a discovery in another case it can be used. They cannot make the truth go away no matter how many NDA's you sign. Remember that a NDA is a non-disclousure you agreement whereby you pledge that you will not disclose the information. Anything beyond that is beyond the scope. If a court orders them to turn over any audits or other information about your account they would have to but YOU would not be allowed to until the court ordered such in the discovery process.

 

[Sloane S]

I'm not a lawyer, but I slept at a Holiday Inn Saturday night. It doesn't seem like it would limit your recourse, but seems more to limit any kind of class action or using it for anyone else's lawsuit.

 

[ecwinch]

I am not a lawyer, but have executed numerous NDA's in my technology career. The short answer is yes IMO.

This is assuming that the "Confidential Information" is information that is not publicly available or available via other sources that are not parties to the agreement. So if they produce the pts audit and give it to you, you could not use the copy they provided to you as evidence in any future litigation.

I would sign it. As Happy mentions, the truth is out there. Just not with the copy they provide you.

 

[bogey21]

My take is that you have to weigh the desirability of resolving issues with your account versus the likelihood you might sue Wyndham. Then decide whether to sign or not.

George

 

[frankf3]

Asking for advice from those with a legal background. I mentioned in another post that I had been contacted by Wyndham regarding my account suspension and working toward a resolution (after another "points audit").

While high-level summary findings were provided, the details of the analysis were withheld pending my signing a Non-Disclosure Agreement. I have not signed the NDA because the following sentence is in the NDA:

""The Parties further agree that the Confidential Information will not be disclosed, referenced or admissible
into evidence during the trial of any other lawsuit other than a lawsuit specifically to enforce this Agreement."

Can those with a legal background comment as to whether this statement limits my legal recourse for anything that might be revealed to me after signing this agreement?

I'm not an attorney, but like Eric I've worked with the legal teams at my company to finalize numerous NDA's. I see this similarly to the posters above, but with a slight caveat. IMHO - you need a sense of where you think this is going. If your view is that there's a decent chance you are going to end up suing Wyndham, I'd consult an attorney regarding the text I've bolded before signing the proposed NDA. I don't believe this provision would hold up in court, however, again emphasize that I'm not a lawyer. If I believed I'd end up in court, I would consult an attorney before signing due to this provision. Or I'd ask Wyndham to remove it (although obviously, this is unlikely). I would not want an argument over whether the actual details of the audit are admissible to constrain my ability to progress a case if that's where I thought we'd end up.

 

[Jan M.]

If I understand your situation correctly they have given you an end summary and perhaps have told you what actions they will be taking in regards to your account, however if you want the details of their audit then you have to sign the NDA. If I were in your situation and they told me they were taking say 100-200K points from me as a result of their audit I doubt I would be nearly as concerned as if they were taking 500k-several million points from me because all of a sudden we are talking a lot more money for the maintenance fees on that many points and I would most certainly want to be able to review their calculations. If you find errors and/or disagree with the results of the audit does signing that NDA mean you are excepting their findings and agree not to dispute them?

Maybe OP can give more insight. Is this how matters are typically handled in the business world? Am I being overly suspicious in feeling that being asked to sign an NDA for their accounting of YOUR account is something that should be freely given as a matter of course and being asked to sign an NDA to be able to see those findings feels like they have something to hide? If some issue occurred in your account that could be duplicated by others if you were to tell them how it happened then I can understand the need for the NDA until the system is fixed to prevent that from happening.

My other concern would be who did the audit and their credentials before I signed anything. If a team of accountants with degrees in accounting and attorneys did the audit I would be fairly comfortable accepting the results. If one of the VC's they pulled to work on these audits did it, then there is no way I'm blindly accepting the results of that audit. I don't see the VC's as being qualified to be doing accounting work that could result in costing me several thousand dollars or even more. If the result of a cursory audit by a VC showed that the account needed further examination by a team of accountants and attorneys to verify that data that is IMO how things should be done but is that how they are being done?

 

[55plus]

Is Wyndham holding your account hostage until you sign a NDA without allowing you to know all the details? If so that sounds like extortion and is illegal. You may have damages coming if that is the case.