Return of confidential information clause: Copy, customize, and use instantly
Introduction
A return of confidential information clause specifies the obligations of parties regarding the return or destruction of confidential information at the conclusion of a contract or upon request. This clause is crucial for safeguarding sensitive information and ensuring compliance with confidentiality agreements.
Below are return of confidential information clause templates tailored to various scenarios. Copy the one you need, customize it, and add it to your contract.
Standard return of confidential information clause
This clause outlines basic obligations for returning information.
Upon termination of this agreement or upon written request by the [disclosing party], the [receiving party] shall promptly return all confidential information, including any copies, or certify its destruction within [insert timeframe].
Destruction of confidential information clause
This clause mandates the destruction of information.
The [receiving party] agrees to destroy all confidential information received under this agreement, including physical and electronic copies, within [insert timeframe] upon termination or request. Written certification of destruction must be provided to the [disclosing party].
Conditional return of confidential information clause
This clause ties the return to specific conditions.
The [receiving party] shall return all confidential information to the [disclosing party] upon the occurrence of [specific condition, e.g., "completion of the project or termination of this agreement"]. Retention of any copies must be explicitly authorized in writing.
Confidential information archive clause
This clause allows limited retention for recordkeeping.
The [receiving party] may retain a single archived copy of the confidential information solely for compliance with legal or regulatory requirements. This retained copy must be securely stored and remain subject to confidentiality obligations.
Return of confidential information with certification clause
This clause requires certification of returned information.
Upon returning all confidential information, the [receiving party] shall provide written certification to the [disclosing party] confirming that no copies, summaries, or derivatives remain in their possession or control.
Third-party return of confidential information clause
This clause addresses confidential information shared with third parties.
The [receiving party] shall ensure that any third parties to whom confidential information was disclosed also return or destroy the information upon termination of this agreement. Certification of compliance from such third parties must be provided to the [disclosing party].
Return of confidential information for electronic records clause
This clause specifies obligations for electronic data.
The [receiving party] agrees to delete all electronic records of confidential information, including backups and cached data, from their systems and devices within [insert timeframe]. A written confirmation of deletion must be submitted to the [disclosing party].
Time-sensitive return of confidential information clause
This clause imposes strict deadlines for returning information.
The [receiving party] shall return or destroy all confidential information within [insert timeframe, e.g., "five business days"] of receiving a request from the [disclosing party]. Failure to comply may result in [insert consequence].
Return of confidential information with legal hold clause
This clause accounts for legal obligations to retain information.
Notwithstanding other provisions, the [receiving party] may retain confidential information that is subject to a legal hold or ongoing litigation. Such retention must be limited to the duration of the legal requirement and remain subject to confidentiality obligations.
Partial return of confidential information clause
This clause allows selective return or retention of information.
The [receiving party] may return or destroy only specific categories of confidential information as identified in writing by the [disclosing party]. Any retained information must be justified and authorized by the [disclosing party].
Return of confidential information upon expiration clause
This clause applies at the end of a contract.
Upon expiration of this agreement, the [receiving party] shall return all confidential information to the [disclosing party]. Any information not returned must be destroyed within [insert timeframe].
Return of confidential prototypes or materials clause
This clause covers physical prototypes or materials.
The [receiving party] shall return all physical prototypes, samples, or other tangible manifestations of confidential information to the [disclosing party] upon the conclusion of this agreement. Retention of such items is strictly prohibited.
Return of confidential information with verification clause
This clause requires verification by an independent party.
The [disclosing party] reserves the right to appoint an independent auditor to verify the return or destruction of all confidential information by the [receiving party]. The [receiving party] agrees to cooperate fully during the verification process.
Immediate return of confidential information clause
This clause demands immediate action.
The [receiving party] shall immediately return all confidential information upon receiving a written request from the [disclosing party]. Non-compliance will constitute a material breach of this agreement.
Return of confidential information for joint ventures clause
This clause addresses joint venture confidentiality.
Upon the conclusion of the joint venture, each party shall return or destroy all confidential information received from the other party. Certification of compliance must be exchanged between the parties within [insert timeframe].
Return of confidential information with cost reimbursement clause
This clause allocates costs for returning information.
The [receiving party] agrees to bear all costs associated with the return or destruction of confidential information, including retrieval, shipping, or disposal expenses. These costs will not be reimbursed by the [disclosing party].
No-retention return of confidential information clause
This clause prohibits retaining any information.
The [receiving party] agrees to return or destroy all confidential information, including all copies, summaries, and derivatives, and certifies that no such information will be retained in any form.
Return of confidential information for subcontractors clause
This clause applies to subcontractors handling confidential data.
The [receiving party] shall ensure that all subcontractors return or destroy confidential information received under this agreement. Written certifications from subcontractors must be provided to the [disclosing party].
Return of confidential information with injunctive relief clause
This clause includes remedies for non-compliance.
If the [receiving party] fails to return or destroy confidential information as required, the [disclosing party] reserves the right to seek injunctive relief or other equitable remedies to enforce this obligation.
Secure return of confidential information clause
This clause requires secure methods for returning information.
The [receiving party] shall use secure methods, including encrypted digital transfers or tamper-proof packaging, to return all confidential information to the [disclosing party]. Proof of secure delivery must be provided within [insert timeframe].
Return of confidential information with third-party audit clause
This clause permits audits of compliance.
The [disclosing party] reserves the right to conduct a third-party audit to verify the return or destruction of all confidential information by the [receiving party]. The [receiving party] agrees to cooperate fully with the audit process.
Return of confidential information for terminated employees clause
This clause addresses confidential information held by former employees.
The [receiving party] shall ensure that any confidential information in the possession of terminated employees is promptly returned or destroyed. A written confirmation of compliance must be provided to the [disclosing party].
Return of confidential information for multi-party agreements clause
This clause applies to agreements involving multiple parties.
Upon the termination of this agreement, all parties receiving confidential information shall independently return or destroy it as required. Each party must certify compliance to the [disclosing party] within [insert timeframe].
Return of confidential information with chain of custody clause
This clause ensures documented tracking of returned information.
The [receiving party] must maintain a chain of custody record for all confidential information being returned to the [disclosing party]. This record must document the transfer, including dates, responsible parties, and receipt confirmation.
Confidential information return with archival waiver clause
This clause waives archival obligations.
The [disclosing party] agrees to waive the requirement for the [receiving party] to return confidential information that has been irreversibly archived in compliance with internal policies, provided such archives remain inaccessible and secure.
Confidential information return for breach of contract clause
This clause mandates return upon breach of contract.
If the [receiving party] breaches this agreement, they must immediately return all confidential information to the [disclosing party] and certify that no copies remain in their possession.
Confidential information return with retention exception clause
This clause allows limited retention under specific terms.
The [receiving party] may retain a limited portion of confidential information solely to comply with [specific obligation, e.g., "regulatory or legal requirements"]. Written justification for retention must be provided to the [disclosing party].
Return of confidential information for shared databases clause
This clause addresses information in shared systems.
The [receiving party] shall remove all confidential information from shared databases or collaborative platforms within [insert timeframe]. A certificate of compliance must be provided to the [disclosing party].
Return of confidential information for non-disclosure violations clause
This clause applies to NDA breaches.
If the [receiving party] violates the non-disclosure provisions of this agreement, all confidential information must be returned to the [disclosing party] within [insert timeframe], and any damages incurred will be the responsibility of the [receiving party].
Confidential information return for intellectual property clause
This clause addresses IP-related confidential information.
The [receiving party] shall return all intellectual property-related confidential information upon termination of this agreement or completion of the project. No copies or derivatives may be retained without explicit written permission from the [disclosing party].
Confidential information return for terminated partnerships clause
This clause applies to dissolved partnerships.
Upon dissolution of the partnership, both parties must return or destroy all confidential information exchanged during the partnership. Certification of compliance must be exchanged within [insert timeframe].
Return of confidential information for external consultants clause
This clause includes consultants in the return obligation.
The [receiving party] shall ensure that all external consultants engaged under this agreement return or destroy any confidential information they possess. Certification of compliance from the consultants must be provided to the [disclosing party].
Immediate return of confidential information for early termination clause
This clause addresses early contract termination.
If this agreement is terminated before its scheduled conclusion, the [receiving party] shall immediately return all confidential information to the [disclosing party] and provide written confirmation of compliance.
Return of confidential information for automated systems clause
This clause governs data in automated systems.
The [receiving party] must delete all confidential information stored in automated systems, including logs, backups, and analytics platforms, within [insert timeframe]. Confirmation of deletion must be submitted to the [disclosing party].
Return of confidential information with additional safeguards clause
This clause emphasizes enhanced security measures.
The [receiving party] must ensure all returned confidential information is packaged and transferred with additional safeguards, including encryption or physical locks, to prevent unauthorized access during transit.
Return of confidential information for financial agreements clause
This clause applies to financial-related data.
The [receiving party] shall return all financial records or confidential information related to this agreement within [insert timeframe]. Certification of the return must include an itemized list of the returned data.
Return of confidential information for sensitive client data clause
This clause addresses client-specific confidential information.
The [receiving party] must return all client-specific confidential information, including personal and business data, to the [disclosing party] within [insert timeframe]. Retention of copies is strictly prohibited.
Return of confidential information with alternative dispute resolution clause
This clause incorporates dispute resolution for non-compliance.
If the [receiving party] fails to return or destroy confidential information as required, the [disclosing party] may initiate alternative dispute resolution proceedings to enforce compliance. The deposit for arbitration fees will be borne by the non-compliant party.
Return of confidential information with mutual verification clause
This clause involves both parties verifying compliance.
Both the [disclosing party] and the [receiving party] agree to jointly verify the return or destruction of all confidential information. A mutual verification document must be signed by both parties within [insert timeframe].
Return of confidential information with remote access revocation clause
This clause ensures the revocation of remote access.
The [receiving party] shall immediately revoke all remote access permissions to confidential information upon termination of this agreement. Any downloaded data must be deleted, and confirmation of revocation must be provided to the [disclosing party].
Return of confidential information for project-specific agreements clause
This clause applies to information used in specific projects.
The [receiving party] shall return all project-specific confidential information within [insert timeframe] after the project’s conclusion. Any retention of project-related data requires prior written approval from the [disclosing party].
Return of confidential information with multi-stage process clause
This clause allows phased returns or destruction.
The [receiving party] may return or destroy confidential information in stages, as specified in [insert section]. A report documenting the completion of each stage must be provided to the [disclosing party].
Confidential information return for third-party contractors clause
This clause ensures contractors comply with return requirements.
The [receiving party] must ensure that all third-party contractors return or destroy any confidential information in their possession. Certification of compliance from each contractor must be submitted to the [disclosing party].
Confidential information return for non-performance clause
This clause enforces return due to non-performance.
In the event of non-performance or breach of obligations by the [receiving party], all confidential information must be returned to the [disclosing party] within [insert timeframe]. Failure to comply may result in legal action.
Confidential information return with access log requirement clause
This clause requires access logs to be submitted.
The [receiving party] shall submit access logs detailing interactions with confidential information, including users, timestamps, and actions taken, along with returning or destroying the information.
Return of confidential information for cross-border agreements clause
This clause ensures compliance across jurisdictions.
For cross-border agreements, the [receiving party] must return all confidential information in accordance with the laws of [insert jurisdictions]. Documentation of compliance must be shared with the [disclosing party].
Confidential information return with indemnity clause
This clause includes indemnification for failure to return.
The [receiving party] agrees to indemnify the [disclosing party] for any damages or losses resulting from failure to return or destroy confidential information as required under this agreement.
Return of confidential information with multi-tier obligations clause
This clause specifies different levels of return obligations.
The [receiving party] shall comply with multi-tier return obligations, including immediate removal of accessible files, destruction of backups, and retrieval of shared physical documents. Each tier’s completion must be documented.
Confidential information return for co-branded agreements clause
This clause addresses joint ownership of data.
Upon termination of this co-branded agreement, each party shall return or destroy confidential information that does not pertain to their exclusive use. A mutual certification of compliance must be exchanged.
Confidential information return with regulatory compliance clause
This clause ensures compliance with specific regulations.
The [receiving party] shall ensure that the return or destruction of confidential information complies with [specific regulation, e.g., "GDPR" or "HIPAA"]. Certification of compliance must be provided to the [disclosing party].
Confidential information return with supervisory oversight clause
This clause mandates oversight by a designated supervisor.
The [receiving party] must designate a supervisor to oversee the return or destruction of confidential information. A signed report from the supervisor must be submitted to the [disclosing party] upon completion.
Return of confidential information with forensic audit clause
This clause permits forensic audits for sensitive data.
The [disclosing party] reserves the right to conduct a forensic audit to ensure the complete return or destruction of sensitive confidential information by the [receiving party].
Confidential information return for collaborative agreements clause
This clause applies to partnerships or collaborations.
Upon the conclusion of this collaborative agreement, each party must return or destroy all confidential information received from the other party. Certification of compliance must be shared within [insert timeframe].
Return of confidential information with electronic traceability clause
This clause ensures traceability of electronic returns.
The [receiving party] must provide traceable records of the return or deletion of electronic confidential information, including confirmation receipts for data transfer and deletion logs.
Return of confidential information with security assessment clause
This clause ties returns to a security review.
The [receiving party] agrees to undergo a security assessment to ensure the proper return or destruction of confidential information. The assessment report must be shared with the [disclosing party].
Return of confidential information for interim agreements clause
This clause applies to temporary agreements.
For interim agreements, the [receiving party] shall return all confidential information within [insert timeframe] of the agreement’s expiration or termination. Retention of any data is strictly prohibited.
Return of confidential information for supplier agreements clause
This clause focuses on supplier-specific data.
Upon the termination of this supplier agreement, the [receiving party] must return all supplier-related confidential information, including specifications, pricing, and trade secrets. Certification of compliance is required within [insert timeframe].
Return of confidential information with anonymization clause
This clause requires anonymizing retained data.
If the [receiving party] is legally permitted to retain portions of confidential information, they must anonymize all identifiable elements before retention. Certification of anonymization must be submitted to the [disclosing party].
Return of confidential information for terminated projects clause
This clause applies to confidential information for incomplete projects.
If the project is terminated before completion, the [receiving party] must return all confidential information within [insert timeframe]. Any incomplete work must also be securely transferred to the [disclosing party].
Confidential information return with redundancy removal clause
This clause ensures removal of redundant information.
The [receiving party] must identify and remove all redundant or duplicate copies of confidential information stored across systems and certify its elimination to the [disclosing party].
Return of confidential information with automated deletion verification clause
This clause requires proof of automated deletion.
The [receiving party] must implement automated systems to delete confidential information and provide system-generated logs as verification to the [disclosing party] within [insert timeframe].
Return of confidential information for cloud storage clause
This clause addresses information stored in the cloud.
The [receiving party] shall delete all confidential information stored on cloud-based systems, including backups, and provide a certificate of deletion issued by the cloud service provider.
Confidential information return with timeline escalation clause
This clause imposes stricter deadlines for delays.
If the [receiving party] fails to return or destroy confidential information within the initial deadline, an escalated timeline of [insert shorter timeframe] will apply for immediate compliance. Additional delays may result in penalties.
Return of confidential information for legal consultations clause
This clause applies to data shared with legal advisors.
Any confidential information shared with legal advisors must be returned to the [disclosing party] or destroyed upon conclusion of the consultation. A compliance certification from the legal advisor is required.
Return of confidential information with multi-platform deletion clause
This clause requires deletion from all platforms.
The [receiving party] must ensure the removal of confidential information from all platforms, including email servers, collaborative tools, and file-sharing systems, within [insert timeframe]. Confirmation of deletion must be submitted to the [disclosing party].
Confidential information return with breach notification clause
This clause ties returns to prior breaches.
In the event of a previous confidentiality breach, the [receiving party] must expedite the return or destruction of all confidential information and submit a detailed report of actions taken to the [disclosing party].
Return of confidential information for obsolete agreements clause
This clause applies to agreements no longer in effect.
For agreements deemed obsolete, the [receiving party] must return all confidential information related to the agreement within [insert timeframe]. Any archived data must also be securely deleted.
Confidential information return with redundancy audit clause
This clause involves auditing for redundant copies.
The [receiving party] agrees to an audit to identify and eliminate redundant copies of confidential information. An audit report must be submitted to the [disclosing party] confirming compliance.
Return of confidential information for third-party oversight clause
This clause permits external oversight.
The [disclosing party] may appoint a third-party auditor to oversee the return or destruction of confidential information by the [receiving party]. All costs associated with the oversight will be borne by the [receiving party].
Confidential information return with delayed enforcement clause
This clause delays enforcement for extenuating circumstances.
If extenuating circumstances prevent immediate compliance, the [receiving party] must notify the [disclosing party] within [insert timeframe] and propose an alternative schedule for the return or destruction of confidential information.
Return of confidential information for shared intellectual property clause
This clause addresses joint IP-related data.
The [receiving party] shall return or destroy all confidential information related to jointly developed intellectual property upon the conclusion of this agreement, unless otherwise agreed in writing by both parties.
Return of confidential information with metadata removal clause
This clause requires deletion of metadata.
The [receiving party] must remove all metadata associated with confidential information, including file properties and usage history, before returning or destroying the data. Certification of metadata removal must be submitted.
Confidential information return for financial audits clause
This clause applies to audit-related data.
The [receiving party] must return all confidential information used during financial audits to the [disclosing party] within [insert timeframe]. Retention of audit data beyond this period is prohibited.
Return of confidential information with encrypted delivery clause
This clause mandates encryption for data transfers.
All confidential information returned to the [disclosing party] must be securely encrypted during transfer. A decryption key must be shared separately and only with authorized personnel.
Confidential information return with zero-retention policy clause
This clause enforces a strict no-retention rule.
The [receiving party] shall ensure zero retention of confidential information, including backups and derivative works, upon termination of this agreement. Non-compliance will result in [insert consequence].
Return of confidential information with certification hierarchy clause
This clause requires certifications at multiple levels.
The [receiving party] must obtain certifications of compliance from all involved personnel and third parties handling confidential information. These certifications must be submitted to the [disclosing party] within [insert timeframe].
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.