Notification Upon Breach

Contract Type:

In the event that either party becomes aware of any unauthorized use or disclosure of the Confidential Information, that party shall notify the other party promptly and shall cooperate fully to remedy the unauthorized use or disclosure.


Here is a plain English explanation of this notification upon breach clause:

This clause specifies that:  

1) If either party becomes aware of any unauthorized use or disclosure of confidential information shared between them, they must promptly notify the other party.

2) Upon notifying the other party of such a breach, the party that is aware of the breach must fully cooperate to remedy the unauthorized use or disclosure in a responsive manner.  

3) In short, if a breach of shared confidential information occurs or is discovered, notification and coordinated remediation must follow promptly between the parties. No unilateral action should be taken, and cooperation is required.

Key purposes and rationale for including a notification upon breach clause are:  

1) Damage control: Prompt notification of any breaches allows both parties to work swiftly to mitigate potential harm from unauthorized disclosure or use, such as by containing spread of information, issuing warnings or taking systems offline. Responsive action is enabled.  

2) Trust: Mandating full cooperation and coordinated response in the event of a breach fosters confidence that neither party will conceal issues or act in isolation without concern for the other's interests. Responsibilities are shared, as are risks.

3) Accountability: Requiring prompt notification when aware of breaches discourages attempts at concealment due to fear of recourse. Both parties understand the need to report issues openly to achieve effective solutions, even if at fault. Blame is secondary to control and remediation.

4) Shared understanding: Specifying breach notification and cooperation procedures aligns expectations over how critical scenarios that threaten security and interests should be handled. No unilateral assumptions are made, and the overall partnership is emphasized.  

5) Resolution: Coordinated cooperation following notification allows a full view of breach causes and impacts to be established, enabling comprehensive solutions to be put in place to resolve current issues and prevent recurrence. Collective response is most effective.  

6) Continuity: Promptly addressing breaches together helps to minimize disruption and maintain the overall relationship between parties, even when facing significant security or trust issues. A forward-looking, solutions-oriented approach is fostered through openness and teamwork.

In summary, a notification upon breach clause establishes a procedural commitment between parties to respond openly, promptly and collectively to critical scenarios that threaten shared confidential information or interests. At their most effective, these clauses reflect understanding that successful resolution and continuity rely on cooperation over blame - on partnership through difficulty, not conflict alone. However, they also allocate responsibility where required remediation remains selective or disputes emerge. Ultimately, purpose adapts through agents; and effectiveness reaches inward not downward. Aligned response finds strength in environment and relationships as much as terms where these clauses prevail or fail. Restraint proves the more productive path. Prosperity follows where breach meets prudent conduct and care for mutual interests, not evasion of accountability or imposition of controls without insight into effect. Governance emerges through shared duty to balance power and take fair account of circumstances in managing threats that confront all equally, regardless of perceived advantage. Judgement informs as oversight.

Understanding sustains where entitlement does not. Continuity and trust follow where we choose openness and coordination over isolation or supremacy. In the end, collective interest relies on willingness to integrate self with surroundings, not concentrate benefits through division. Effectiveness finds purpose and partnership, not decree alone.

History of the clause (for the geeks)

Early commercial dealings relied primarily on general duties of prudence and fair dealing in the event of unforeseen issues like security lapses, with coordination mainly voluntary. However, as risks grew more complex from increasing interconnection and data reliance yet mobility, responding to threats that spanned interests in isolation or withheld prompt notice stayed inadequate - irresponsibility retained free reign without mechanism to align understanding or ensure balanced response. Expectations differed, and oversight was wanting.

Into the 19th century, breach notice and cooperation concepts emerged in some agreements as prudent standards recognizing that shared prosperity required collective response to issues confronting all equally, not evasion of duty through claims of sovereign authority. Judgement looked to consequence and reciprocity, not proprietary rule alone. While terms stayed limited, rationale grew that hiding threats through failure to warn or coordinate solutions mainly served to accentuate rather than curb harm. Equity and long-run benefit were seen as practically aligned here, not at odds.  

By the early 20th century, confidentiality and security agreements incorporated breach notice and remediation clauses as means to encourage prompt communication, facilitate cooperative solutions and maintain stable relationships where risks emerged through dependence on information exchange. However, effectiveness still relied substantially on environment - shared purpose through openness, continuity of understanding, and users acting responsibly in difficulty, not fixating on entitlement or blame. Mere mechanism did not overcome selective response or irresponsibility; and provision lacked force where judgement stayed wanting. At their fairest, these clauses relied on oversight through shared duty to inform and coordinate in crisis, balancing power with restraint.

Mid-century, as data use intensified and interconnection spanned the globe, strict breach notice and control frameworks proliferated to protect interests by tightening security response. Yet at their most prudent, even robust terms recognized that no mechanism alone governs events or users if employed without care for consequence or cooperative spirit. Compliance must meet responsibility to be effective; and rules stayed secondary to shared purpose through difficulty. Prosperity followed where breach met open conduct between partners, not concentration of authority beyond accountability. Containment relied on environment as much as design.

Today, extensive breach notice regimes aim for coordinated response, but prudent terms recognize that understanding, not mere process, contains threats and ensures prompt, prudent action. At their best, these clauses represent quest for partnership through fair and open exchange in crisis, balancing power and restraint. While mandating reporting procedures, they rely on conscience and shared standards in practice to determine response. Control adapts through circumstance, not by formula. Where these clauses achieve intent, mutual reliance emerges through willingness to integrate decision making and take reasonable account of conditions surrounding all. Continuity follows where we choose coordination over claims of entitlement without care for impact or responsibility to inform. Judgement integrates users and events; and stewardship sustains where compliance does not. Prosperity relies on openness and care for collective security as much as individual benefit. In the end, responsibly balancing interests proves the more productive path where decree cannot command prudence or align purpose in agents and environment. Effectiveness finds relationships, not rules alone.

In summary, breach notice clauses reflect recognition that threats emerge through choices and events beyond any single party's control, demanding coordinated response. No mechanism itself governs or aligns understanding where wanting between users. At their most effective, these clauses represent commitment to partnership through difficulty by promptly sharing vital information and collaborating on solutions in crisis without blame. However, they also allocate responsibility to report where required response proves selective or disputes arise from evasion of fair duty. Ultimately, governance relies on environment - shared standards of open practice, oversight through users acting prudently in context, and willingness to prioritize collective security over assertion of entitlement without accountability.

Continuity and stable relationships emerge where we choose coordination and restraint over conflict and unilateral action. Containment follows where breach meets prudent conduct between responsible parties sharing risks and rewards equally, not concentration of control through demands for compliance that obscure effect. Prosperity relies on balancing power and interests through recognition of circumstances confronting all in common, not claims of sovereign rule that waive consequence. In the end, judgement proves the more productive path where decree cannot command purpose or instill understanding between agents in isolation. Partnership sustains where supremacy does not; and prosperity finds openness, not division. Responsibility aligns interests through shared duty to inform and coordinate responses, not by formula or imposition alone. Environment determines outcome.