Confidential information notes

[UPDATE 2010-08-26: See the PRECUT nondisclosure agreement form that I posted last week, along with the accompanying Curator's Notes with additional clauses and commentary.]

Confidentiality provisions are used in many agreements, including standalone nondisclosure agreements. The pages listed below discuss some of the issues that can come up in negotiating such provisions.

• Affiliate confidential information – protected or not?
• Disclosure periods in NDAs – how long?
• Exclusions from confidential-information status
• Marking of confidential information
• Presumptions of confidentiality – pros and cons
• Protected information – points to consider
• Protecting confidential information: Lock it up; label it; ‘safe sex’
• Reporting obligation for the receiving party
• Residual rights in confidential information
• Return or destruction of confidential information
• Subpoenas, SEC filings, and confidential information
• Time limit (‘sunset’) for confidentiality obligations
• Whose confidential information should be protected?

Additional reading: For an excellent overview of nondisclosure agreements, see What is important in a confidentiality agreement or non-disclosure agreement (NDA)? [link], by Wilson Sonsini partner Yoichiro (“Yokum”) Taku.

Tagged as: Affiliate, Confidential information, Confidentiality, Contract drafting, Contract negotiation, Email, Gramm-Leach-Bliley Act, HIPAA, NDA, Nondisclosure agreements, receiving party