Non-Disclosure Exceptions: Tax Structures

Non-Disclosure Exceptions: Tax Structures

Advisors and consultants dealing with tax-related matters may include an express exemption in NDAs from contractual non-disclosure obligations in compliance with applicable disclosure rules. When dealing with such exemptions, it is important to identify specifically the rule(s) at issue, as illustrated in the attached exemplars:

Exemplar N18D-1

Notwithstanding anything to the contrary contained herein, no conditions of confidentiality within the meaning of Internal Revenue Code Section 6111 or US Treasury Regulation Section 1.6011-4 are intended, and the Receiving Party may disclose to any and all persons, without limitation of any kind, the United States tax treatment (federal, state and local) and tax structure of any transaction and all materials of any kind relating to such tax treatment and tax structure. For purposes of this Section, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of any such transaction and does not include information relating to the identity of the parties or their representatives.

Exemplar N18D-2

If Consultant is providing tax services for the Client, in no case shall the tax treatment or the tax structure of any transaction be treated as confidential as provided in Treas. Reg. sec. 1.6011-4(b)(3).