What’s a Confidentiality Clause?
Confidentiality Clauses are also known as:
- Confidentiality Agreements
- Non-Disclosure Agreements
What Should I Include in a Confidentiality Clause?
Confidentiality clauses can be tailored to fit whatever the needs are for the parties involved. But the following are basic terms that are typically found in a confidentiality clause:
- Parties. Include the names and addresses of the individuals involved in the contract.
- Information. Define the confidential information you want to include in the contract. This is the most important section in a confidentiality clause. Try not to leave terms out or write anything that may seem ambiguous.
- Obligations. Describe the obligations of each party in regards to the information. For example, explain what may be disclosed, whom it may be disclosed to, and what may be accessed.
- Duration. Include a timeframe for the confidential information. Are parties required to keep the information a secret for a year, or the duration of their employment?
- Exceptions. List any confidential information exceptions. For example, information that is made public knowledge at the time the contract is signed is not considered confidential information.
- Penalties. Include a section about the punishments and penalties for breaching a confidentiality clause. This may include termination, fines, or other legal actions.
Other Terms to Include
Some confidentiality clauses may also include the following:
- Misuse of confidential information
- Return/deletion of confidential information
- Retention of confidential information for archival purposes
- Damages or injunctive relief