Confidentiality obligations clause: Copy, customize, and use instantly
Introduction
A confidentiality obligations clause establishes the terms under which one or both parties agree to keep sensitive information private during and after the term of the agreement. This clause is essential in protecting business secrets, trade secrets, and proprietary information from being disclosed to unauthorized third parties. It defines the scope, duration, and responsibilities related to maintaining confidentiality.
Below are templates for confidentiality obligations clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard confidentiality obligations clause
This version includes basic provisions for confidentiality.
Both parties agree to maintain the confidentiality of all proprietary or confidential information exchanged during the term of this Agreement. This information shall not be disclosed to any third party without prior written consent from the disclosing party, except as required by law or court order. The confidentiality obligations shall remain in effect for [X] years after the termination of this Agreement.
Confidentiality obligations clause with provision for exceptions
This version applies to exceptions to confidentiality.
The confidentiality obligations set forth in this Agreement shall not apply to information that: (a) is publicly known or becomes publicly known through no breach of this Agreement; (b) was in the possession of the receiving party before disclosure by the disclosing party; or (c) is required to be disclosed by law or court order. In such cases, the receiving party must promptly notify the disclosing party to allow them the opportunity to contest the disclosure.
Confidentiality obligations clause with provision for non-disclosure after termination
This version applies to non-disclosure after termination.
Upon termination of this Agreement, both parties agree to continue to maintain the confidentiality of any proprietary information obtained during the term of this Agreement. The confidentiality obligations outlined herein will survive the termination of this Agreement for a period of [X] years or until the information becomes publicly available through no fault of the receiving party.
Confidentiality obligations clause with provision for return of confidential information
This version applies to return of confidential information.
Upon termination of this Agreement, [Party B] agrees to promptly return all confidential information belonging to [Party A], including any copies, notes, or documents containing confidential details. If the return of such materials is not feasible, [Party B] agrees to destroy them in a manner that ensures they are irrecoverable.
Confidentiality obligations clause with provision for subcontractors
This version applies to subcontractors.
[Party B] agrees that, should it engage any subcontractors in connection with the performance of this Agreement, it will ensure that such subcontractors are bound by confidentiality obligations that are no less stringent than those outlined in this clause. [Party B] will remain liable for the actions of its subcontractors regarding confidentiality.
Confidentiality obligations clause with provision for internal disclosure
This version applies to internal disclosure.
[Party B] may disclose confidential information to its employees or agents only to the extent necessary for the performance of this Agreement. [Party B] shall ensure that its employees or agents who have access to the confidential information are bound by confidentiality obligations consistent with this Agreement.
Confidentiality obligations clause with provision for trade secrets
This version applies to trade secrets.
The parties agree that any trade secrets disclosed under this Agreement shall be treated with the highest level of confidentiality. The receiving party shall take all reasonable precautions to prevent unauthorized disclosure or use of the trade secrets, and such obligations shall continue indefinitely or until the trade secrets no longer qualify as confidential.
Confidentiality obligations clause with provision for non-compete
This version applies to non-compete.
During the term of this Agreement and for [X] years after its termination, both parties agree not to disclose any confidential information that could be used to compete directly with the other party. This provision ensures that confidential information is not used to gain a competitive advantage after the Agreement ends.
Confidentiality obligations clause with provision for legal compliance
This version applies to legal compliance.
Both parties agree that, if required by law or regulation, they may disclose confidential information. However, the disclosing party will promptly notify the receiving party of such a requirement, allowing the receiving party the opportunity to take protective measures, such as seeking a protective order.
Confidentiality obligations clause with provision for destruction of information
This version applies to destruction of information.
Upon termination of this Agreement or upon request by the disclosing party, the receiving party agrees to destroy all confidential information in its possession in a manner that ensures it is permanently unrecoverable. Destruction should be completed within [X] days of the request.
Confidentiality obligations clause with provision for monitoring and auditing
This version applies to monitoring and auditing.
[Party A] reserves the right to monitor and audit [Party B]'s compliance with the confidentiality obligations outlined in this Agreement. [Party B] agrees to cooperate fully with any such audits and to provide any necessary documentation to demonstrate compliance with these obligations.
Confidentiality obligations clause with provision for disclosure in emergency situations
This version applies to emergency situations.
In emergency situations where disclosure of confidential information is necessary to protect the health or safety of individuals or to prevent imminent harm, the receiving party may disclose such information. The disclosing party must be promptly notified of the disclosure and the reason for it.
Confidentiality obligations clause with provision for ongoing confidentiality after termination
This version applies to ongoing confidentiality.
The obligations of confidentiality outlined in this Agreement will survive the termination of the Agreement and continue indefinitely with respect to any confidential information that remains in the possession of the receiving party. This includes any confidential information that has been disclosed during the term of the Agreement.
Confidentiality obligations clause with provision for specific duration
This version applies to specific duration.
The confidentiality obligations of both parties will remain in effect for [X] years following the termination of this Agreement. This period is agreed upon as necessary to protect the confidential information and ensure that neither party gains unfair advantage from the disclosure.
Confidentiality obligations clause with provision for notification of unauthorized disclosure
This version applies to unauthorized disclosure.
In the event of any unauthorized disclosure or use of confidential information, the receiving party must immediately notify the disclosing party. The receiving party will take all necessary actions to mitigate the harm and prevent further unauthorized use or disclosure of the confidential information.
Confidentiality obligations clause with provision for indemnity for breaches
This version applies to indemnity for breaches.
[Party B] agrees to indemnify [Party A] for any damages, costs, or losses incurred due to a breach of the confidentiality obligations in this Agreement. This includes any costs associated with the unauthorized disclosure or misuse of confidential information.
Confidentiality obligations clause with provision for exemption for public knowledge
This version applies to public knowledge.
The confidentiality obligations will not apply to information that is or becomes publicly available through no fault of the receiving party. If the information is lawfully obtained by a third party or otherwise enters the public domain, the receiving party shall no longer be bound by these confidentiality obligations.
Confidentiality obligations clause with provision for restricted access
This version applies to restricted access.
[Party B] will ensure that only those employees or agents who need to know the confidential information in order to perform the Agreement have access to it. All individuals with access to confidential information will be bound by confidentiality obligations comparable to those outlined in this Agreement.
Confidentiality obligations clause with provision for return of documents
This version applies to the return of documents.
Upon termination or expiration of this Agreement, [Party B] will return all documents, electronic files, and other materials containing confidential information to [Party A], or if this is not possible, will destroy such materials and provide written confirmation of the destruction.
Confidentiality obligations clause with provision for no reverse engineering
This version applies to reverse engineering.
[Party B] agrees not to reverse engineer, decompile, or disassemble any proprietary information or materials disclosed under this Agreement. This prohibition applies to any software, data, or other intellectual property that is part of the confidential information provided.
Confidentiality obligations clause with provision for specified exclusions
This version applies to specified exclusions.
The confidentiality obligations shall not apply to information that (a) is independently developed by the receiving party without reference to the disclosing party’s confidential information, (b) becomes publicly available through no breach of this Agreement, or (c) is disclosed to the receiving party by a third party without any breach of confidentiality obligations.
Confidentiality obligations clause with provision for disclosure to legal advisors
This version applies to legal advisors.
The receiving party may disclose confidential information to its legal advisors, accountants, or consultants as necessary for the performance of their duties, provided that these individuals are bound by confidentiality obligations that are at least as strict as those set forth in this Agreement.
Confidentiality obligations clause with provision for specific enforcement
This version applies to specific enforcement.
In the event of a breach of confidentiality obligations, [Party A] may seek specific performance or injunctive relief in addition to any other remedies available at law. The receiving party acknowledges that monetary damages may not be sufficient to remedy the harm caused by the unauthorized disclosure.
Confidentiality obligations clause with provision for change of control
This version applies to change of control.
In the event of a change in control of [Party B], [Party B] shall ensure that the new controlling party is bound by confidentiality obligations no less restrictive than those set forth in this Agreement. [Party B] will notify [Party A] promptly of any such change in control.
Confidentiality obligations clause with provision for continued enforcement
This version applies to continued enforcement.
The confidentiality obligations outlined in this Agreement shall continue to bind the receiving party after the termination or expiration of the Agreement, regardless of whether the confidential information has been returned or destroyed, until the information no longer qualifies as confidential.
Confidentiality obligations clause with provision for immediate reporting
This version applies to immediate reporting.
If the receiving party becomes aware of any unauthorized disclosure or use of confidential information, they must immediately notify [Party A] in writing, providing details of the breach, the scope of the disclosure, and the steps taken to mitigate any damage caused by the breach.
Confidentiality obligations clause with provision for specific data protection laws
This version applies to data protection laws.
Both parties agree to comply with all applicable data protection laws, including the [GDPR/CCPA], in handling confidential information. The receiving party will take all necessary steps to ensure that confidential information is protected in accordance with these laws and regulations.
Confidentiality obligations clause with provision for no public disclosure
This version applies to public disclosure.
Neither party shall publicly disclose any confidential information related to the Agreement without the prior written consent of the other party. This includes, but is not limited to, press releases, marketing materials, or public announcements concerning the relationship or subject matter of the Agreement.
Confidentiality obligations clause with provision for authorized disclosure to affiliates
This version applies to affiliates.
[Party B] may disclose confidential information to its affiliates or subsidiaries to the extent necessary for the performance of this Agreement, provided that such affiliates or subsidiaries are bound by confidentiality obligations consistent with those set forth in this clause.
Confidentiality obligations clause with provision for disclosure to government entities
This version applies to government entities.
If either party is required to disclose confidential information to any government authority, regulatory body, or law enforcement agency, the disclosing party must promptly inform the other party, unless prohibited by law, to allow the other party to seek protective measures or contest the disclosure.
Confidentiality obligations clause with provision for authorized sharing with joint ventures
This version applies to joint ventures.
In the event of a joint venture, [Party B] may share confidential information with the joint venture partners. However, these partners must sign confidentiality agreements obligating them to adhere to the same confidentiality standards as set forth in this Agreement.
Confidentiality obligations clause with provision for confidentiality after contract completion
This version applies to post-contract completion.
The confidentiality obligations of both parties shall survive the completion or termination of this Agreement for a period of [X] years, during which time the receiving party must continue to protect the confidential information as specified in this Agreement.
Confidentiality obligations clause with provision for confidential information of third parties
This version applies to third-party information.
Each party agrees to treat confidential information disclosed by third parties as confidential, and to use the information only in accordance with the terms of this Agreement. Any disclosure of third-party confidential information shall comply with the applicable third-party agreement.
Confidentiality obligations clause with provision for return of intellectual property
This version applies to intellectual property.
Upon termination or expiration of this Agreement, the receiving party agrees to return all intellectual property, including any modifications or improvements made during the Agreement term, to the disclosing party, or to destroy the intellectual property in a manner that ensures it is irrecoverable.
Confidentiality obligations clause with provision for internal breach reporting
This version applies to internal breach reporting.
In the event of an internal breach of confidentiality by an employee or agent of [Party B], [Party B] shall promptly report the breach to [Party A], outlining the circumstances, the potential impact of the breach, and the corrective actions taken to prevent future violations.
Confidentiality obligations clause with provision for indemnification
This version applies to indemnification.
The receiving party agrees to indemnify and hold harmless the disclosing party from any loss, damage, or liability arising from a breach of the confidentiality obligations set forth in this Agreement, including any legal fees or costs associated with the breach.
Confidentiality obligations clause with provision for temporary suspension
This version applies to temporary suspension.
If either party breaches the confidentiality obligations, the non-breaching party may temporarily suspend the Agreement until the breach is resolved. The party in breach will be responsible for rectifying the situation, including taking corrective measures to prevent further disclosure of confidential information.
Confidentiality obligations clause with provision for competitive disadvantage
This version applies to competitive disadvantage.
Both parties acknowledge that any unauthorized disclosure of confidential information may cause significant competitive harm to the disclosing party. In the event of a breach, the non-breaching party may seek specific performance or other remedies to prevent further disclosure and mitigate the risk of competitive disadvantage.
Confidentiality obligations clause with provision for duration of protection
This version applies to the duration of protection.
The receiving party agrees that the confidentiality obligations set forth in this Agreement will remain in effect for a period of [X] years following the termination or expiration of the Agreement. This period is necessary to ensure the protection of proprietary and sensitive information.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.