Shhh, it’s a secret – Confidentiality Clauses/Agreements

June 15, 2023

Remember as a kid when you were told a secret by a friend?   You kind of felt special because they were entrusting you with some knowledge that no one else knew.  If you in turn revealed that information to someone else and got caught, you probably lost that friendship.  Well, confidentiality agreements (or clauses) are kind of the same thing.

Essentially, a confidentiality clause or agreement is a promise between two parties that certain information must be kept secret (i.e., the receiving party cannot disclose the information obtained from the disclosing party). A well written confidentiality agreement will specifically define the information that is covered.  Typically, this information cannot be revealed for a set amount of time.  However, if the information is already known in the public or can easily be learned independently, then it is not confidential.  Also, if you are required by law (i.e., a court order or regulatory investigation) to disclose the information, then that would be excluded as well.  Lastly, if this agreement is violated, then the disclosing party will likely sue the receiving party for damages.

The bottom line is that confidentiality agreements/clauses are important tools to protect a company’s trade secrets and processes.  Remember, shhh, it’s a secret!

Here are a few other things that may be of interest:

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