|
IANAL, but the "service" and the "company's survival" are not the same concept. When, as GrantTree, I sign an NDA to file a grant application for a client, it states, like most NDAs do, that I can disclose it to subcontractors/advisers/etc "for the performance of their work". As a programmer, you might say, like you just have, "AHA! But if you don't pay your subcontractors, they won't do their work. So, for the performance of their work, you can sell your data to anyone, if the company's survival is threatened!" Unfortunately (or fortunately), lawyers, judges, prosecutors and juries are not programmers, and I think you'll find they don't interpret it that way. "For the performance of their work" is clearly intended to mean "directly linked to their work" as well. The same is true of the DropBox terms. "Necessary for the Service" does not mean "whatever you might imagine could be necessary if you were arguing with a magical genie as to the possible definitions of terms" - it means "what is directly necessary so that the service can operate as normal". So I don't think any judge or jury would accept that selling out all their customers was "necessary for the Service", in the hypothetical case you mention. Remember, law isn't about theoretical logic - it's about practically resolving disputes between people. |