The Florida A&M University Foundation's non-disclosure agreement with CEO Gregory Gerami and his company Batterson Farms Corp., signed ahead of a controversial $237 million gift, described the transaction as "sensitive and confidential business matters."
A copy of the four-page agreement — signed April 26 — was released to the Tallahassee Democrat Thursday following a public records request. It includes details about the definition, disclosure, use and return of confidential information, as well as a notice of breach and the terms of the agreement.
According to the document, "This agreement shall remain in effect for a two-year term (subject to a one-year extension if the parties are still discussing and considering the transaction at the end of the second year)."
It adds: "Notwithstanding the foregoing, the receiving party's duty to hold in confidence confidential information that was disclosed during the term shall remain in effect indefinitely."
The NDA appears to be standard boilerplate for such documents, even sharing some language with examples on free legal template websites. In fact, it's very similar to one available on the Harvard Business School's website , for example.
When asked if his lawyers drafted the NDA, Gerami told the Democrat, "I'm not sure how to answer that."
"I'm not sure what breaches NDA and what doesn't," Gerami said. "I can say a lawyer drafted the NDA. I think that's an obvious statement I think I can say."
Mention of the striking similarities between Harvard's NDA and the one used in FAMU's donation prompted Gerami to say "we have a template of NDAs" and "that particular NDA was redone by legal."
"We had a template that we use in general," he said. "Then it was redone by legal to modify the adjustments related to the Florida Statutes."
Ahead of the multi-million-dollar gift — which was trumpeted as the largest donation in HBCU history — Gerami imposed the NDA on an inner circle of administrators. By accepting the agreement, FAMU officials say they have been bound by requirements of confidentiality that are set forth in Florida law .
The university was not allowed to speak about the gift details outside of a select few during the process of finalizing the donation, according to former Vice President for University Advancement and Executive Director of the FAMU Foundation Shawnta Friday-Stroud . She stepped down from the dual role Wednesday, but will remain full-time dean of the School of Business and Industry.
According to a university official, the NDA was signed by Robinson, Friday-Stroud, Director of Development Audrey Simmons-Smith, Athletics Director Tiffani-Dawn Sykes, The Center for Disability Access and Resources (CeDAR) Director Deborah Sullivan and Director of Communications Keith Miles.
Friday-Stroud's decision to resign her other post was made as the donation crisis has drawn national attention and frustration from university board members who say they were left in the dark during the run-up to accepting a historic gift that quickly became a source of embarrassment.
Gerami announced the "transformative" donation at a May 4 spring graduation ceremony at FAMU to much fanfare. Less than a week later, President Larry Robinson at a special Board of Trustees meeting Wednesday said the gift had been "ceased" and he repeatedly referred to the donation as a "proposed" gift instead.
It wasn't clear, however, what exactly Robinson meant, including whether the gift was being declined; a university spokesperson reached later Wednesday said he was unable to explain Robinson's remark.
During the virtual meeting, trustees voted to hire an external firm to investigate the donation after sharing their frustration and disappointment.
More: Florida A&M VP Shawnta Friday-Stroud resigns amid crisis over controversial donation
Document discusses, defines 'confidential information'
Confidential information is defined in the signed document as "any information that is proprietary" to Gerami and his farming company that is not generally known to the public.
While Friday-Stroud is the sole signer of the agreement on behalf of the FAMU Foundation , the signature line for "Gregory Gerami and or Batterson Farms Corp" was left blank in the document — similar to how the signature line for a representative of the Isaac Batterson Family 7th Trust was left blank in the $237 million gift agreement .
A university spokesperson said it is unclear if its copy of the agreement includes Gerami's signature.
In the agreement, it says that as the disclosing party, Gerami and Batterson Farms Corp. — a hemp-farming company based in Texas — consider confidential information to be "trade secrets," which are intellectual property rights related to confidential information that could either be sold or licensed.
The document also says that no "warranties" were made by the university or Gerami under the agreement regarding the "accuracy or completeness of the confidential information."
Here are some other provisions laid out in the document, paraphrased below, where the "disclosing party" means Gerami and the Batterson Farms Corp. while the "receiving party" refers to the FAMU Foundation:
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From time to time, the disclosing party may disclose confidential information to the receiving party.
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The receiving party agrees to use the confidential information solely in connection with the current or contemplated business relationship between the parties.
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The receiving party shall immediately return and redeliver to the disclosing party all tangible material embodying any confidential information provided.
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The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a transaction by virtue of the agreement.
Economic Development Reporter TaMaryn Waters contributed to this report. Contact Tarah Jean at tjean@tallahassee.com or follow her on X: @tarahjean_ .
This article originally appeared on Tallahassee Democrat: FAMU signed confidentiality agreement for $237 million donation
