Contracts and Poker: Confidentiality

In previous columns, I have been analyzing the Participant Release and Confidentiality Form that players are required to sign when entering a World Series of Poker event, including Circuit events and other events not played during the WSOP at the Rio. Let’s continue the discussion, noting again that none of the following constitutes legal advice and if you have a question about an agreement you have made, you should consult a lawyer.

Paragraph 5 is a Confidentiality Agreement. You have probably heard a lot about the nondisclosure agreements that businesspeople such Donald Trump used to keep people from disclosing what they learned while associating with him. This provision serves the same purpose, but don’t expect that you will encounter such hot stuff at a WSOP event. In fact, it is hard to imagine exactly what Caesars expects you to find out that they would not want disclosed, but as in much of this agreement, the lawyers want to be sure to cover all the bases just in case something comes up.

The first part of the provision tells you what constitutes confidential information. It includes:

All information and material received or acquired during participation in the WSOP Events, including without limitation, WSOP Event outcomes; player identities; player winnings; operational methods; production locations (other than WSOP tournament rooms); Program, and Promotions content and release dates; and other information or materials designated by CIE as confidential. It then tells you to keep all this stuff confidential and not disclose it for three years. Now you are thinking, “Wait a minute, this doesn’t make sense! One item that is designated as confidential information is ‘WSOP Event outcomes.’ Does this mean that if I win the event, I can’t tell anyone for three years?” Yes, that is exactly what it means. But next, of course, comes the exceptions.

The provision lists three exceptions to your duty to keep things confidential. To summarize these exceptions, you can disclose the information if 1) it is disclosed by Caesars, 2) you knew it before it was disclosed by Caesars or you learned it independently of your access to information of Caesars, or 3) it became public other than through an unauthorized disclosure. So it is probably safe to say that the fact you won the tournament will fall under one of these exceptions and you are free to talk about it.

The final sentence prohibits you from disclosing trade secrets:

Notwithstanding the foregoing, Player shall keep all trade secret information of CIE confidential unless and until authorized to disclose the trade secrets by CIE in a writing signed by an authorized officer of CIE.

There is a great deal of overlap here, for anything that might be a trade secret of Caesars may also be confidential information as defined earlier. In any event, getting you to agree not to disclose trade secrets is probably not necessary since Nevada, like most jurisdictions, has a Trade Secrets Act that prohibits the theft of trade secrets. See NRS 600A.010. Again, the lawyers are just doing their job of being thorough – and burying you under legalese in the process. ♠

Scott J. Burnham is Professor Emeritus at Gonzaga University School of Law in Spokane, Washington. He can be reached at [email protected].