Did you know that Swiss Law Firms are the biggest incorporators of Panama Companies & Foundations?

Definition

A confidentiality agreement is an agreement that calls for non-disclosure of confidential or secret information on the part of one or more of the parties to the agreement.

Application of Confidentiality Agreement

These agreements can be most useful for providing a lawful excuse for not answering questions posed to you in the course of a civil legal process in another jurisdiction.

Use of the Confidentiality Agreement

Let us assume hypothetically you are using one of our asset protection packages consisting of a Panama Bearer Share Corporation and Private Interest Foundation. In this case the Panama Foundation owns the Panama Corporation shares, so you are not the owner of the corporation. You are the signatory on the Panama Bank Account for the Panama Corporation and Panama Foundation. You are not the founder of the Panama Foundation. Panama Foundations have no owners and thus you are not the owner of the Panama Foundation since no one is. You may be a secret beneficiary of the Panama Foundation and you do hold the office of the Protector of the Panama Foundation. This sets the stage with the cast in place. What follows is a hypothetical set of events. It is NOT legal advice. Think of it more like a novel, not legal advice. What follows is the hypothetical scenario:

Let’s assume you are required to give testimony under oath in a civil matter in another country (not Panama). This can be a deposition or in a civil courtroom. You are asked if you own the Panama Corporation in question. You answer no, which is truthful since this Panama Foundation owns the share of this particular Panama Corporation, not you although you may be the bank account signatory and even the foundation protector and a foundation beneficiary. Then you are asked by opposing counsel who owns the Foundation and you say there are no owners of Panama Foundations. The lawyer says how you know there is no owner of this Panama Foundation. You state that you know this because you read it on the internet, again a truthful answer. Please note that so far you have provided no useful information and not told a single lie. Then you are asked if you sign on any bank account for the corporation in question. You say yes I do sign on the corporate account. The lawyer then says why, do you own the company? You repeat I said I do not own the company. The accountant who works for General Motors signs on the bank account and he does not own General Motors does he? A good lawyer will interrupt and object based on relevancy or the lawyer or he may wise crack you and say something like one of the privileges of taking a deposition is that you do not have to answer questions. Your lawyer can also object, request clarification, and insert comments about you answering the question – if this is a deposition. At this point you can present your written employment agreement with the corporation stating all the terms of your employment including your duties to act as bank signatory on the account. This may or may not already been admitted as an evidentiary document. Your lawyer will probably have admitted the document previously if you are in court already; if in a deposition maybe it will be admitted at this time. There are no laws making it illegal to sign on a bank account for a corporation if you are not the owner. If this was the case no one would be able to sign the checks for the big corporations. Now comes more questions about the company and foundation. You then state you are not allowed to answer these questions, see the agreement I had to sign with the Panama Corporation and/or the Panama private interest foundation. The lawyer would then say I am directing you to answer these questions and you have to, if it is a deposition. You then say No! I signed an Anonymity agreement that does not allow for me to answer these questions. It calls for penalties that are severe (penalties can be financial and/or otherwise)! The lawyer then says answer and you say no – if it is a deposition in which case the questions remain unanswered. You persist that the lawyer has no authority to bypass the previously signed confidentiality agreement since it would involve penalties for you which the other side is not willing to indemnify you against by posting a bond and other things that may be required. The lawyer will huff and puff and threaten you with sanctions, costs, getting a judge to order you to answer, etc. – anything to intimidate you into answering questions at this deposition. The lawyer probably will never be able to cite any law, code, statue etc that would deal with such a set of circumstances. He is probably in deep uncharted waters and will resort to bluff, scare tactics.

Let’s look at what the lawyer on the other side is going to tell his client in private. If you are going to understand lawyers you need to think like this. The lawyer’s first obligation is to his client and this is always on his or her mind. First he is probably going to tell his client he never encountered such an agreement before. This would probably be the truth and would explain his lack of clear direction. He will ultimately admit to the client he is not sure what would happen if they petition the judge to order you to violate the anonymity agreement exposing you to penalties. The questions going around the lawyers head would be like these:
Can the judge order the person to violate this agreement? Will the judge do so? Will Panama uphold the order from the judge in another country? Could you sue his client in Panama or the USA for your damages by being forced to violate the confidentiality agreement? What would those damages be? Could the persons whose privacy was violated sue and if so where and for how much? Could you domesticate a judgment from a Panama court and then get money damages from his client in another country. While Panama does not honor judgments from other countries, some of those countries do honor all foreign judgments. If any of this happens is the lawyer liable for damages for advising his client to attempt to force you to violate the confidentiality agreement? Could you successfully sue the lawyer in Panama or the other country? If he gets a Panama judgment can I successfully prevent it from being domesticated in my country? As you can see there are a lot of hard questions, real hard questions beyond the scope of even an experienced collections lawyer.
The lawyer will do what over zealous collection litigators do. He or she will tell the client this is most unusual, irregular and a lot of research is required on several fronts including international law and hit the client with a big figure to take this to the next level. A fee of $25,000 would be about right and in some cases the fee would be over $100,000. International Asset recovery lawyers would need to be brought in and they will bill at $325 an hour as a minimum. The lawyer saves face this way. If the client pushes it and spends the money at least the lawyer gets paid for his trouble. After all the research the lawyer will probably give his client some vague odds of success with the judge like 50%/50% or 70%/30%, whatever figures he uses will allow generous room for losing. This is so the client is not encouraged to push things further. The lawyer is not going to be sure what would happen if he takes you in front of a judge to compel you to answer.

Let’s look at this assuming we have an impartial judge. The judge is only going to be able to consider the evidence presented to him. The lawyer for the other side has not much of that. The foundation and corporation are anonymous. The bank records are covered by bank secrecy. The jurisdiction of the non-Panama court does not extend to Panama so they can not void the Panama Anonymity Agreement. The judge is going to ask the lawyer why he should expose you to damages by forcing you to answer the questions violating the confidentiality agreement. The judge wants evidence not hunches. You have a good reason to avoid answering the questions. It is not conclusive that you are trying to be deceitful. The lawyer goes into a tirade about the debts to his client, and the evil ways of you and blah blah blah all with no documented evidence. He is asking the judge to damage you based on a hunch or supposition that he can not support with evidence due to the anonymity of your structure. A reasonable man would think a judge less likely to order you to break the confidentiality agreement and incur damages compared to a situation where the confidentiality agreement was absent. Judges don’t like to be placed in the role of collection agency. They issue judgments and let the lawyers do the collection work. The judge is not going to really understand the full implications of what he is being asked to do and that is going to create hesitancy. What if you have assets in Panama that can be in jeopardy? What if you one day wish to retire in Panama and will have to face a Panama judgment for those damages? If the judge is looking for a way to wiggle out of this scenario his best shot is the lack of evidence presented by the lawyer pursuing you implicating you in anything. What if a relative was partially senile and wanted you to sign on their corporate bank account and for some reason they wished you to sign a confidentiality agreement? What if a genuine Panama Corporation wanted to hire an English speaking American to manage the bank account? What if, what if, what if? You are the one with the evidence – the employment contract and the confidentiality agreement. You gave testimony that you do not own the corporation. There is no conflicting evidence. It looks like the lawyer pursuing you is coming up short on evidence which is not the fault of the judge and the judge may remind opposing counsel it is up to him to gather the evidence. The fact that the subpoena power of the court does not work with Panama corporations and Panama Foundations is not the fault of the judge.

Confidentiality Agreements Price – We charge 295 EUR for each agreement. We offer two – one for the corporation and one for the foundation for 495 EUR. Two may not be necessary, inquire. They are signed and notarized by the nominee board of directors or the nominee council members in the case of a Panama Foundation. We prefer these agreements not be incorporated into another agreement to give them more legal strength. It is easier to void or overlook a clause or two in another agreement leaving the rest of it intact, rather than void out an entire agreement with financial penalties for the person that executed the agreement. We are not going to post these agreements on the web to keep them exclusive. We will only get into the terms of them after you are a client and paid for them. You can ask us to create custom agreements. We only supply these agreements with a Panama Corporation or Panama Foundation obtained from our law firm for our clients.