Confidentiality Agreement Expiration

As mentioned above, it is important that you consider the jurisdiction of your confidentiality agreement, as the courts may make different interpretations of the terms of the agreement. In the following example, the concept of agreement refers to the relationship and the secrecy itself, but confidentiality survives the duration of the agreement; Therefore, the duration of confidentiality is the life of the NDA. There is no standard term, but the general notions of confidentiality can range from 2, 3 to 5 years. So, David, the question of whether it would be useful to remove the term from your confidentiality agreement depends on the type of information protected. But even if the agreement only protects trade secrets, protection will not last forever. I guess your deal is more than trade secrets. If that is the case, I am not sure you have received any good advice. Of course, this is not the place to get into a discussion about what constitutes a trade secret. KFC operates in the same way in disguise and only a handful of employees know its secret recipe for “11 herbs and spices” and all of these employees are said to have signed confidentiality promises.

Although it is frequently used, it is worth stopping and thinking about why we should accept deadlines and how to include a deadline in a confidentiality agreement while ensuring adequate protection of trade secrets. Many clients, particularly those based in the United States, ask us for confidentiality agreements that include a time limit on confidentiality obligations (usually three to five years). Delays are particularly common in the technology sector, where technology tends to move and develop faster. Here`s a question David didn`t ask: what`s the best way to tell the length of a confidentiality agreement? It is not over because there is no specific date on which the agreement or relationship ends. This clause specifies that confidentiality is maintained even if the confidentiality agreement is terminated at some point, i.e. the duration of confidentiality persists in the termination of the contract. This puts the parties in a certain dilemma, in which a permanent obligation of secrecy may not be applicable and is not accepted by large corporations, but the disclosure of trade secrets as part of a time-limited confidentiality obligation threatens the loss of the protection of trade secrets or the loss of the protection of disclosed confidential information. This may be obvious, but it is important to clearly define it, especially if other aspects of the agreement have another maturity limit or other expiry date, or if the business relationship itself is temporary.

The NDA agreements do not work in China, but if the NNN agreements do not allow me to discuss best practices in this regard, I will say so boldly that you should at least never relax your beneficiary`s unlimited obligation to keep your trade secrets secret. In this case, you would like to indicate that the concept of relationship is different from the duration of confidentiality. One solution to this problem is to have a shared confidentiality obligation when the obligations related to trade secrets apply for an indeterminate period, but the obligations relating to all other confidential information apply only for a limited period of time. This should be generally applicable and an appropriate effort to preserve the protection of trade secrets. The commercial argument is that large companies want a clear delineation of their confidentiality obligations. They do not want to have to follow confidential information indefinitely, as it can be logistically difficult in a large organization.

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