Kevin P. Mahaney v. Diana G. Mahaney (2010)

ORDER

At a Short Calendar on August 9, 2010, counsel for the plaintiff and defendant asked the court to review their respective proposed drafts of a certain “Agreement of Confidentiality” and enter an appropriate order.   The court took the papers.   Now therefore, the court having reviewed the documents, IT IS HEREBY ORDERED:

1. Except where otherwise indicated herein, the draft known as the “Effron/Defendant's Submission” (“Effron”) shall serve as the basic Confidentiality Agreement;

2. In lieu of the phrase “financial records” in ¶ 1 of Effron shall be substituted the phrase “Discovery Documents” from the “Pickel/Plaintiff's Submission” (“Pickel”);

3. ¶ 1(b) of Pickel shall be inserted in the text;  and

4. ¶¶ 3, 4, 5, and 7 of Pickel shall be added to the text.

5. Copies of both submissions are attached hereto.

THE COURT

SHAY, J.

Effron/D's Submission

AGREEMENT OF CONFIDENTIALITY

AGREEMENT made as of this day of May 2010, by and between DIANA G. MAHANEY (hereinafter referred to as the “Wife”) and KEVIN P. MAHANEY (hereinafter referred to as the “Husband” (hereinafter collectively referred to as “the Company”).

WITNESSETH:

WHEREAS, the Plaintiff and the Defendant are parties in a certain dissolution of marriage action pending in the Superior Court of Connecticut in the Judicial District of Stamford/Norwalk at Stamford, Docket No D.N. FST-FA10-4018517-S;  and

WHEREAS, in order to defend said action and prosecute a potential cross-complaint, the Wife has requested that the Husband produce financial documents with respect to (Note:  Here list each entity implicated.), hereinafter collectively referred to as “Entities,” some or all of which documents are sensitive, proprietary and/or confidential in nature;  and

WHEREAS, as part of such agreement, the Husband requires that all documents produced by the Husband pursuant to this action be treated as confidential unless otherwise provided by the terms of this Agreement

NOW THEREFORE, IT IS HEREBY AGREED, by the undersigned that:

1. This Agreement shall apply to those financial records of the Entities provided by Husband in the above-captioned proceeding (such documents and records being hereinafter collectively referred to as “Confidential Material”).

2. Confidential Material shall be maintained in confidence by the person to whom such materials are produced or disclosed and shall not be disclosed to any person or entity except:

(a) the Court;

(b) court reporters who record depositions or other testimony in this case;

(c) counsel to the Wife and the legal associates, paralegals and clerical or other support staff who are employed by such counsel and are actually involved in assisting in the litigation;

(d) the Wife;

(e) experts or consultants retained by the Wife or her counsel to assist counsel in evaluating this case or preparing this case for trial;  and

(f) pursuant to a lawfully-issued subpoena compelling the testimony of Wife.

3. All persons authorized by this Agreement to receive Confidential Materials shall maintain same as confidential in accordance with this Agreement, and shall use same solely for the purposes of preparing for and conducting the above-captioned litigation.

4. All persons authorized to receive Confidential Material (other than the Court and court reporters) shall be shown a copy of this Agreement and, if not a lawyer acting as counsel to the Husband or Wife or an employee of such counsel, shall have agreed in writing (by signing a document containing the provisions appended hereto as “Agreement to be Bound by Confidentiality Agreement”) to be bound by the terms of this Agreement before any Confidential Material is disclosed to such person.

5. In the event of a breach of any of the foregoing covenants and agreements, the Husband shall be entitled, as a matter of right, to temporary and permanent injunctive relief to restrain the breach, in any court having jurisdiction.

6. The parties agree that upon the motion of the Husband, this Stipulation shall be entered as an order by a court of competent jurisdiction.

7. The terms of this agreement and any order entered by the court pursuant thereto shall survive the entry of judgment in the above-captioned matter or the settlement or withdrawal of the aforementioned action.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals this day of May 2010.

KEVIN P. MAHANEY DIANA G. MAHANEY

AGREEMENT TO BE BOUND BY CONFIDENTIALITY AGREEMENT

NAME

ADDRESS

POSITION

The undersigned has read the Agreement of Confidentiality entered into between KEVIN P. MAHANEY and DIANA G. MAHANEY, a copy of which Agreement is appended hereto.   The undersigned agrees, by signing this document, to maintain the confidentiality mandated in this Agreement.   The undersigned further agrees that in the event of any breach of the covenants and agreements set forth in the Agreement between KEVIN P. MAHANEY and DIANA G. MAHANEY, KEVIN P. MAHANEY shall be entitled as a matter of right to temporary and permanent injunctive relief to restrain a breach, in any court having jurisdiction.

Pickel/P's Submission

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT made as of the _ day of May 2010, by and between KEVIN MAHANEY, of Greenwich, Connecticut, DIANA Z. MAHANEY of Greenwich, Connecticut, and THE LAW OFFICES OF WAYNE D. EFFRON, P.C. of Greenwich, Connecticut:

WITNESSETH:

WHEREAS, Kevin Mahaney and Diana Z. Mahaney are the plaintiff and defendant in a dissolution of marriage action known as Kevin Mahaney v. Diana Mahaney, which has been commenced returnable to the Superior Court for the Judicial District of Stamford-Norwalk at Stamford, having a docket number FST-FA10 4018517 S (“Proceeding”);  and

WHEREAS, the Law Offices of Wayne D. Effron, P.C. is a law firm representing the interests of Diana Z. Mahaney;  and

WHEREAS, the Law Offices of Wayne D. Effron P.C. have requested that Kevin Mahaney and certain business entities with which he is affiliated provide certain documents in connection with the dissolution of marriage proceeding;  and

WHEREAS, Kevin Mahaney and his Affiliates (as herein defined) are only willing to provide the Discovery Material, as defined herein, upon the condition that the information disclosed or documents produced will be kept totally confidential and not used in any way other than by the court, parties, attorneys, accountants or other experts retained by either party to review said documents solely in connection with the Proceeding and for no other purpose;  and

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

1. As used herein, the following terms shall have the meanings set forth below:

(a) “Affiliate(s)” means any entity (including, without limiting the generality of the foregoing, corporations, partnerships, limited partnerships, limited liability companies, trusts and other business organizations) directly or indirectly controlled by Kevin P. Mahaney, including any entities controlled by, or under common control with, other entities controlled by Kevin P. Mahaney.   For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), means the possession, directly or indirectly, of the power (i) to vote fifty percent (50%) or more of the securities or other interests having ordinary voting power for the election of directors or similar governing body of such entity, or (ii) to direct or cause the direction of the management and policies of that entity, whether through the ownership of voting securities, serving as a manager or managing partner, or otherwise exercising management control, whether by contract or otherwise.

(b) “Discovery Material” shall mean:

(i) Any and all documents and testimony provided by Kevin P. Mahaney or any of his Affiliates in the form of depositions, interrogatories, requests for admission, responses to requests for document production, or otherwise provided in connection with the Proceeding, including all information contained therein, and any documents, analyses, data or other records derived therefrom or containing information derived therefrom;

(ii) Any and all financial information and any information produced or to be produced by a party relating to Kevin P. Mahaney or any of his Affiliates;  and

(iii) Any information from which one could deduce the assets, liabilities, expenses, income or value of Kevin P. Mahaney or any of his Affiliates.

2. Diana Z. Mahaney and the Law Offices of Wayne D. Effron, P.C. each agree to hold the Discovery Material confidential and not to use Discovery Material for any purpose of any nature whatsoever, other than in connection with the conduct of the Proceeding, as described below, or disclose or provide the Discovery Material orally or in writing to any third party, without the written consent of Kevin Mahaney and the Affiliate to which the Discovery Material relates, or both of their attorneys, other than offering it as evidence in the dissolution of marriage proceeding, or disclosing it to and reviewing it with an accountant or other expert hired by Diana Z. Mahaney or the Law Offices of Wayne D. Effron, P.C. for the purpose of evaluation in connection with the described dissolution of marriage action, which accountant shall also execute and be bound by this Agreement.   Diana Z. Mahaney's counsel shall be responsible for insuring that this Agreement is duly executed by any accountant or other expert.

3. In the event that any court orders, in any legal action, that any of the parties in the dissolution of marriage action disclose Discovery Material contrary to the provisions of this Agreement, all parties agree to provide sufficient notice of such disclosure to the other to allow sufficient time for Kevin P. Mahaney or his Affiliates, or their representatives to inform said court of any objections or concerns relative to the disclosure of the Discovery Material.

4. Upon the completion of litigation with respect to this matter, Diana Z. Mahaney and any and all consultants, accountants or other advisors shall return all originals and copies of Discovery Material to her counsel, and her counsel shall maintain a single copy of each document in confidence pursuant to the terms of this Agreement.

5. Use of confidential information for any purpose other than preparing for and conducting this action may be punishable by contempt, in addition to any other remedies available.

6. The parties agree that damages are an inadequate remedy for any breach of this Agreement and that either party, in addition to pursuing any remedies at law, shall be entitled to equitable relief in the form of preliminary and permanent injunctions, without bond or other security upon any actual or threatened breach of this Agreement.

7. By entering into this agreement, Kevin Mahaney does not waive his claim to the validity and enforceability of a Premarital Agreement dated July 26, 2002 between him and Diana Z. Mahaney.

IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands and seals the day and year first above written.

Signed and Sealed in the

Presence of:

Diana Z. Mahaney

THE LAW OFFICES OF WAYNE D. EFFRON, P.C.

By Wayne D. Effron

Kevin Mahaney

STATE OF CONNECTICUT

ss:

COUNTY OF FAIRFIELD

On this _ day of May 2010 before me came DIANA Z. MAHANEY to me known to be the individual described in and who executed the foregoing instrument and acknowledged that she executed the same.

Commissioner of the Superior Court

Notary Public

STATE OF CONNECTICUT

ss:

COUNTY OF FAIRFIELD

On this _ day of May 2010, before me came WAYNE D. EFFRON, acting herein for THE LAW OFFICES OF WAYNE D. EFFRON to me known to be the individual described in and who executed the foregoing instrument and acknowledged that he executed the same.

Notary Public

STATE OF CONNECTICUT

ss:

COUNTY OF FAIRFIELD

On this _ day of May 2010, before me came KEVIN MAHANEY to me known to be the individual described in and who executed the foregoing instrument and acknowledged that he executed the same.

Notary Public

Shay, Michael E., J.