Confidential Information Protection-Focused Provision
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A Confidential Information Protection-Focused Provision is a contractual provision with contract terms for keeping certain specified information confidential.
- Context:
- It can range from being a Confidentiality-Focused Performance-Related Provision (confidentiality obligations, permissions for sharing confidential information, ...) to being a Confidentiality-Focused Relationship Management Provision (confidentiality during termination, ...) to being a Confidentiality-Focused Declarative Statement Provision (governing confidentiality laws, ...).
- It can range from being a Conditional Confidentiality Provision to an Unconditional Confidentiality Provision.
- It can range from being a Single-Element Confidentiality Provision to a Two-Element Confidentiality Provision to a Many-Element Confidentiality Provision.
- It can range from being an Unannotated Confidentiality Provision to being an Annotated Confidentiality Provision (annotated confidentiality provision).
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- It can be within a Confidential Information Protection-Focused Clause.
- It can define what constitutes Confidential Information.
- It can establish the Obligations of the Receiving Party to maintain the confidentiality of the disclosed information.
- It can include exceptions where the confidentiality obligations do not apply, such as legal requirements or prior knowledge.
- It can provide for the return or destruction of confidential information upon termination of the agreement or at the disclosing party's request.
- It can outline the consequences and remedies in the event of a breach of the confidentiality obligations.
- It can specify the governing law and jurisdiction for resolving disputes related to the confidentiality provision.
- It can be referenced by a Confidentiality-Focused Contract Issue Spotting Rule.
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- Example(s):
- Definition of Confidential Information Provision (with labels CONFIDENTIAL_INFORMATION_DEFINITION, SCOPE_OF_CONFIDENTIAL_INFORMATION, EXCLUSIONS), which clearly defines what information is considered confidential and protected under the agreement, such as:
Confidential Information shall include all non-public information, whether written, oral, visual, or in any other form, relating to the Disclosing Party's business, operations, products, services, plans, strategies, finances, customers, vendors, or personnel,(CONFIDENTIAL_INFORMATION_DEFINITION, SCOPE_OF_CONFIDENTIAL_INFORMATION)1but shall exclude information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party, or (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information.(EXCLUSIONS)2
- Obligation to Maintain Confidentiality Provision (with labels CONFIDENTIALITY_OBLIGATION, NON_DISCLOSURE_OBLIGATION, STANDARD_OF_CARE, DURATION_OF_OBLIGATION), which establishes the duty of the receiving party to keep the information confidential and not disclose it to third parties, such as:
The Receiving Party shall maintain the confidentiality of the Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care,(CONFIDENTIALITY_OBLIGATION, STANDARD_OF_CARE)1and shall not disclose such information to any third party without the prior written consent of the Disclosing Party,(NON_DISCLOSURE_OBLIGATION)2for a period of five (5) years from the date of disclosure.(DURATION_OF_OBLIGATION)3
- Permitted Use of Confidential Information Provision (with labels PERMITTED_USE, PURPOSE_LIMITATION, PROHIBITED_USE), which specifies the limited purposes for which the receiving party may use the confidential information, such as:
The Receiving Party may use the Confidential Information solely for the purpose of evaluating and engaging in discussions concerning a potential business relationship between the parties.(PERMITTED_USE, PURPOSE_LIMITATION)1The Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to developing competing products or services, or reverse engineering the Disclosing Party's technology.(PROHIBITED_USE)2
- Exceptions to Confidentiality Provision (with labels EXCEPTION_LEGAL_REQUIREMENT, EXCEPTION_PRIOR_KNOWLEDGE, EXCEPTION_INDEPENDENTLY_DEVELOPED), which outlines specific circumstances under which the confidentiality obligations do not apply, such as:
The confidentiality obligations under this Agreement shall not apply to information that (a) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party of such requirement and cooperates with the Disclosing Party's efforts to obtain a protective order or otherwise limit disclosure,(EXCEPTION_LEGAL_REQUIREMENT)1(b) was known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's contemporaneous written records,(EXCEPTION_PRIOR_KNOWLEDGE)2or (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by the Receiving Party's contemporaneous written records.(EXCEPTION_INDEPENDENTLY_DEVELOPED)3
- Ownership of Confidential Information Provision (with labels OWNERSHIP_OF_CONFIDENTIAL_INFORMATION, NO_LICENSE_GRANTED, NO_WARRANTY), which clarifies that the confidential information remains the property of the disclosing party and that the agreement does not grant any rights or licenses to the receiving party, such as:
All Confidential Information shall remain the exclusive property of the Disclosing Party.(OWNERSHIP_OF_CONFIDENTIAL_INFORMATION)1Nothing in this Agreement shall be construed as granting the Receiving Party any right or license under any copyrights, patents, trade secrets, or other intellectual property rights of the Disclosing Party.(NO_LICENSE_GRANTED)2The Disclosing Party makes no representations or warranties, express or implied, with respect to the accuracy, completeness, or usefulness of the Confidential Information.(NO_WARRANTY)3
- Non-Disclosure to Employees and Agents Provision (with labels DISCLOSURE_TO_REPRESENTATIVES, REPRESENTATIVES_CONFIDENTIALITY_OBLIGATION, RESPONSIBILITY_FOR_REPRESENTATIVES), which requires the receiving party to ensure that its employees and agents who have access to the confidential information are bound by similar confidentiality obligations, such as:
The Receiving Party may disclose the Confidential Information to its employees, officers, directors, consultants, and legal and financial advisors (collectively, "Representatives")(DISCLOSURE_TO_REPRESENTATIVES)1who have a need to know such information for the purpose of evaluating or engaging in discussions concerning a potential business relationship between the parties, provided that such Representatives are informed of the confidential nature of the Confidential Information and are bound by confidentiality obligations no less protective than those set forth in this Agreement.(REPRESENTATIVES_CONFIDENTIALITY_OBLIGATION)2The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.(RESPONSIBILITY_FOR_REPRESENTATIVES)3
- Return or Destruction of Confidential Information Provision (with labels RETURN_OR_DESTRUCTION_OBLIGATION, CERTIFICATION_OF_DESTRUCTION, RETENTION_OF_COPIES), which requires the receiving party to return or destroy all confidential information upon request or termination of the agreement, such as:
Upon the written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return all Confidential Information in its possession or control to the Disclosing Party or, at the Disclosing Party's option, destroy all such Confidential Information and certify such destruction in writing to the Disclosing Party.(RETURN_OR_DESTRUCTION_OBLIGATION, CERTIFICATION_OF_DESTRUCTION)1Notwithstanding the foregoing, the Receiving Party may retain one copy of the Confidential Information in its legal files solely for the purpose of determining its obligations under this Agreement.(RETENTION_OF_COPIES)2
- Remedies for Breach Provision (with labels EQUITABLE_RELIEF, IRREPARABLE_HARM, CUMULATIVE_REMEDIES), which outlines the remedies available to the disclosing party in the event of a breach of confidentiality, such as:
The Receiving Party acknowledges that any breach of this Agreement may result in irreparable harm to the Disclosing Party for which monetary damages would be inadequate.(IRREPARABLE_HARM)1Accordingly, the Disclosing Party shall be entitled to seek injunctive relief to enforce this Agreement, without the need to post a bond or prove actual damages.(EQUITABLE_RELIEF)2The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available at law or in equity.(CUMULATIVE_REMEDIES)3
- Governing Law and Jurisdiction Provision (with labels GOVERNING_LAW, JURISDICTION), which specifies the governing law and jurisdiction for resolving disputes related to the confidentiality provision, such as:
This Agreement shall be governed by and construed in accordance with the laws of the State of California,(GOVERNING_LAW)1without regard to its conflicts of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in San Francisco County, California.(JURISDICTION)2
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- Definition of Confidential Information Provision (with labels CONFIDENTIAL_INFORMATION_DEFINITION, SCOPE_OF_CONFIDENTIAL_INFORMATION, EXCLUSIONS), which clearly defines what information is considered confidential and protected under the agreement, such as:
- Counter-Example(s):
- Public Domain Information which is not subject to confidentiality obligations.
- Non-Confidential Disclosures that are intentionally shared without restrictions on use or disclosure.
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- See: Non-Disclosure Agreement, Trade Secret Protection, Intellectual Property Rights