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CONFIDENTIALITY

What Confidentiality Clauses Usually Cover

Confidentiality clauses define what is protected, how it can be used, and for how long the obligations last.

Standard confidentiality terms cover non-public business information shared during the relationship, limiting use to performing under the agreement and restricting disclosure to those with a need to know. Many clauses include common exclusions: information that is public, already known, independently developed, or received from another source without breach.

Operational obligations typically require reasonable safeguards, notice of compelled disclosures, and prompt notification of unauthorized access. For technology deals, parties sometimes reference specific security frameworks or add data handling addenda for personal data.

The goal is proportional protection: strong enough to protect sensitive details, but not so broad that routine business operations become burdensome. Plain definitions and practical use rights help both sides comply.

THIS IS NOT LEGAL ADVICE.

THIS IS NOT LEGAL ADVICE.