This can be useful if the information is not so essential and the recipient is an essential party who can be relied upon to ensure compliance with the rules or be responsible if this is not the case. Be careful when the beneficiary (for example) is a destination subsidiary that may not have significant assets or if there is a risk that representatives will not comply and recourse to the beneficiary is not sufficient practical protection. However, a recipient may argue that the date of the confidentiality agreement is not the right focus – the question is whether they received the information before it was transmitted by the disk drive to the recipient. At the end of the sale, the disclosing party no longer has a major interest in confidentiality. It is the subsidiary/company and its new owner who care most about the protection of confidential information. Ideally, the contract should be assigned either to the successful subsidiary and/or buyer. A very early reflection should be on who the parties to the agreement are. There could be only two, or there could be a number of parties. For example, the beneficiary may effectively be a consortium composed of a number of bidders for a project.
Sometimes, however, the discloser wants or needs the ability to allocate. For example, if it sells its subsidiary/business and wishes or needs to disclose valuable information about that subsidiary/company, it wishes or must possibly cede the benefit of confidentiality obligations to the new owner. . . .