1. memorandum to:Associates from:Joshua A.T. Fairfield subject:Thomson Network Solutions NDA date:1/11/2010 cc: Re: Thomson Network Solutions Client Confidentiality / NDA We have been approached by California-based technology startup Thomson Network Solutions, Inc., which has an office in the northern Virginia technology corridor. TNS would like us to work on various matters relating to a novel Web 2.0 project. However, because of the highly competitive environment in which TNS operates, TNS cannot yet discuss the details of the project with us. TNS will need to be assured that our firm will hold their legal secrets confidential (that is, abide by client confidentiality standards as lawyers), and that we will not disclose proprietary information to third parties regardless of the relationship of the information to a legal matter. Please draft a non-disclosure and client confidentiality agreement by February 5. Research and anticipate problems. Remember that we must be free to represent other clients and discuss generally available information, but that our client has a real need for strong secrecy. Please consider that all of us may in fact sign your agreement and be legally bound. Don’t re-invent the wheel: find a strong NDA and confidentiality agreement online. Equally important: don’t blindly copy language you don’t understand or don’t need. Most importantly, share your research on the course wiki, wluecommerce.wetpaint.com as you work. You will receive far more points for developing the agreement collaboratively, publicly, and over time on the wiki, rather than privately and at the last minute. Please post drafts early and ask questions in the course Yammer feed, found at www.yammer.com. Join using your law.wlu.edu email address, not your wlu.edu address. Very best, Joshua A.T. Fairfield