The result, at times, is that business gets moving before a contract is ever signed.Let’s be honest: in today’s high-speed world, it probably happens more than we’d like to admit.
Furthermore, giving the written contract its own date simply reflects the reality of how the contract process unfolded, and it’s always good to have contracts track reality.
If the date of the oral agreement was reached is somehow significant, then mention it in the recitals of the written contract.
Contracts can also, confusingly, contain defined dates such as ‘commencement date’, ‘effective date’ or ‘start date’.
These dates indicate when the contract or parts of it are due to have legal effect, if these dates are different to the contract and/or signature dates.
We can’t prevent something that’s already happened. First, be aware that asking a party to sign a NDA with a retroactive date is considered “bush league” to some in the legal world and may not be taken lightly by the party on the other end.
There are ways, however, to ensure that past disclosures remain confidential and then preserve that confidentiality moving forward. While adding a retroactive date to a legal agreement is not uncommon, you need to make sure you don’t come out of left field with a retroactive NDA in your hand after weeks of cooperative negotiations, conversations or partnerships.
There is no statute that explicitly outlaws backdating stock-option grants, but it seems virtually impossible to backdate options and achieve the ultimate goal of putting grants “in the money” without first deliberately falsifying documents and then covering up the sham.
At least that seems to be the conclusion reached by the Department of Justice and the Securities and Exchange Commission regarding their first case against executives charged with fraud related to backdating.
This date is usually the date which both parties consider to be the date the contract was made and became effective, unless there is a different defined ‘Effective Date’ or ‘Commencement Date’.