What it is
A confidentiality clause defines what information is 'confidential,' who you can share it with, how you must protect it, and how long the obligation lasts. Reasonable clauses limit confidentiality to specific business information for 2–5 years.
Why it matters
Overbroad clauses can cover anything you 'learn' on the job — including your own skills and ideas. Indefinite duration means the obligation outlives the relationship, the company, and sometimes your career.
Sample clause language
"Recipient agrees that all information of any kind disclosed by or learned about Discloser shall be considered Confidential Information and shall not be disclosed for any purpose, in perpetuity."
What it really means: 'Information of any kind' and 'in perpetuity' are massive red flags. Confidentiality should apply only to specifically marked or clearly proprietary information, with a defined end date (typically 2–5 years).
Red flags
- Definition covers 'any information' rather than marked confidential material
- Indefinite or 'perpetual' duration
- No exceptions for publicly available info
- Includes ideas you brought into the company
- Covers your own general skills and knowledge
Fair / acceptable
- Specific definition of 'Confidential Information'
- 2–5 year duration after relationship ends
- Standard exceptions: public knowledge, prior knowledge, independent development
- Mutual obligations (both sides protect each other's info)
How to negotiate
- Cap duration at 3 years post-termination
- Add standard exceptions (public domain, prior knowledge, court-ordered disclosure)
- Insist on mutual obligations if you'll share info too
Frequently asked questions
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Not legal advice. For informational purposes only.