Confidentiality Agreement Duration

The point I hope you come here is that the duration of a confidentiality agreement and the duration of confidentiality in general are two very different things and should be treated with care as part of your agreements. But don`t neglect the duration of your trade secrets in your secret by relying exclusively on the common law to protect yourself. In common law countries such as New Zealand, Australia and England, it is normal for confidentiality agreements that continue to apply to information as long as it remains confidential. In principle, this is consistent with the protection afforded to confidential information under fair rules on breaches of trust rights. If the information can remain confidential forever, it should be properly protected. As with all legal matters, the „typical“ duration of a confidentiality agreement is far from typical. So why don`t all confidentiality agreements have strict conditions? Non-closing agreements are useful for current relationships or the protection of trade secrets and other information that should remain protected indefinitely. Although this alternative seems to easily address the issues mentioned above, the use of this alternative in a state that imposes a permanent duty of confidentiality for all confidential information can be a major drawback. Namely, if a breach of confidentiality occurs after the shorter period has expired, the discloser will be responsible for enforcing the agreement to find that the contentious information is a trade secret. While some legal experts say this is an expected and acceptable part of the activity, others say that parties who think they should assert themselves and refuse to sign a confidentiality agreement with deadlines for the confidentiality of their information. Often, a party (usually the recipient party) wants to limit the duration of confidentiality while negotiating a confidentiality agreement. Either the business relationship is ongoing and the confidentiality of proprietary information is permanent, like the trade secrets we have discussed before.

If you only want to disclose trade secrets, it would be reasonable to include a clause requiring permanent confidentiality. The legal justification is that some U.S. states (for example. B Kansas, Illinois and Virginia) will not impose a permanent obligation to process information that is not trade secrets. In these states, the courts would not read the duty of confidentiality; They would not impose it at all. This rule applies only to general confidential information and not to trade secrets. They will apply permanent confidentiality obligations that will only apply to trade secrets. These agreements, which are used between start-ups, individuals, small and medium-sized enterprises (SMEs) and large companies trying to establish a new business relationship or partnership between them, can be used to preserve the confidentiality of value disclosures and prevent the misuse of this information.

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