Non-Disclosure Agreements

Definition of “Confidential Information”

The definition of "confidential information" is often the most problematic aspect of Confidentiality / Non-Disclosure Agreements (often called NDAs).

The Disclosing Party will want the definition of "Confidential Information" to be broad and the Recipient Party will want it to be narrow.

Our Template Non-Disclosure Agreement contains the following very broad definition:

“Confidential Information” means all trade secrets, ideas, know-how, concepts and information whether in writing or otherwise relating in any way to the matters described in item 1 of the Schedule, and all other information relating to the Disclosing Party and its affairs or businesses, sales, marketing or promotional information, which is not in the public domain and includes any such information in the Disclosing Party’s power, possession or control concerning or belonging to any other person

Particularly, our Template NDA allows you to include precise details in the Schedule of what is agreed to be confidential.

Care needs to be taken here. The definition must not be so broad so as to make it meaningless. The purpose of the agreement is to preserve the confidence of sensitive / valuable information.

Ask yourself - "What am I delivering of value to the Recipient Party? Is this covered by the definition of 'Confidential Information'?"

If you are uncertain, make a start with our Template NDA and email it to your usual lawyer to take specific legal advice on this point. If you don't have a lawyer > Find a lawyer