Confidentiality & Non-Disclosure Clause
If terms are too narrow, your confidential roadmaps or client lists can be leaked legally. If terms are too broad, you could be sued simply for using general skills you learned during the project.
Plain-English Definition
A confidentiality provision restricts how parties handle, protect, and share proprietary commercial, financial, or technical information exchanged during a contract.
Standard vs. Protective Language
Compare typical counterparty-favored phrasing against our attorney-approved balanced alternative.
⚠ Often leaves you exposed to uncapped liabilities or third-party indemnities without defense control.
Dangerous Red Flags in this Clause
If you spot any of these phrases or omissions in your contract, pause and propose counter-language immediately:
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Frequently Asked Questions
Does confidentiality last forever?
Standard commercial confidentiality typically expires 2–3 years after disclosure. Only genuine trade secrets (such as proprietary formulas or source code) should have indefinite protection.
Can I disclose confidential info if subpoenaed by a court?
Yes, provided the contract includes a 'compelled disclosure' carve-out requiring you to promptly notify the disclosing party so they can seek a protective order.
Agreements Containing This Clause
Commercial and employment contracts where the Confidentiality & Non-Disclosure Clause is routinely included and negotiated.
Non-Disclosure Agreement (NDA)
Understand NDA risks, critical clauses, confidentiality traps, and what terms founders and freelancers should negotiate.
Employment Agreement & Executive Contract
Review executive and employee contracts for non-competes, IP invention assignments, severance terms, and cause termination clauses.
SaaS Agreement & Master Terms of Service
A complete guide to SaaS contract risks: limitation of liability, uptime SLAs, data ownership, auto-renewals, and IP protection.
Master Consulting Services Agreement (MSA)
Navigate consulting agreements: statements of work (SOW), warranties, IP licensing, contractor status, and dispute resolution.
Related Companion Clauses
When redlining this provision, review these related clauses to prevent unintended liability shifts.
Intellectual Property (IP) Assignment Clause
An IP clause dictates who owns the code, designs, patents, trademarks, and writings created under the agreement, and whether pre-existing frameworks remain licensed or transferred.
Termination Clause (Cause & Convenience)
The termination clause specifies how, when, and why a contract can be brought to an end—including termination for cause (breach) and termination for convenience (without reason).