How long should a confidentiality clause last?

The law generally does not set a period: the parties choose it. Two to five years after the contract ends is common for commercial information. For a genuine trade secret, it makes sense to provide that the obligation lasts as long as the information remains secret.

What is the difference between a confidentiality clause and an NDA?

A confidentiality clause sits inside a wider contract, such as a services, employment or partnership agreement. An NDA is a standalone agreement, often signed before any relationship begins, for example during negotiations. The content is similar, but an NDA is useful when no other contract exists yet.

What can I do if the other party discloses my confidential information?

First gather evidence of the disclosure and of your loss, then send a formal notice demanding that it stop immediately. You can then apply to court for an order to stop and for damages, or claim the agreed sum if the contract provides one.

Clause templatesProtection

Confidentiality clause

A confidentiality clause prevents a party from disclosing, or using for other purposes, sensitive information received from the other. It defines what is confidential, what the recipient may do with it and how long the duty lasts. Without it, protecting your know-how, pricing or customer files relies on general principles that are hard to prove.

Create a free account

Clause template

1. Each party shall keep strictly confidential all information of any kind, written or oral, disclosed by the other party in connection with this agreement (the "Confidential Information"), including [SPECIFY: customer data, pricing, source code, processes]. 2. The receiving party may use Confidential Information solely to perform this agreement and may disclose it only to its employees and advisers who need to know it and are bound by equivalent obligations. 3. Information is not confidential if it: (a) is or becomes public through no fault of the receiving party; (b) was already lawfully known to the receiving party; or (c) must be disclosed by law or by an authority, provided the other party is notified promptly where permitted. 4. On termination, or on request, the receiving party shall return or destroy the Confidential Information and confirm its destruction in writing. 5. These obligations apply throughout the term of this agreement and for [PERIOD: e.g. 3 years] after it ends.

Replace the bracketed items before use.

Variants

One-way version (supplier bound only)

The Supplier shall keep confidential all information disclosed by the Client under this agreement. It shall use that information only to perform the services and shall not disclose it to any third party without the Client's prior written consent. It shall impose the same obligation on its employees and subcontractors and remains responsible for their compliance. This obligation survives for [PERIOD] after the agreement ends.

Stronger version with agreed sum

Any breach of this clause, proven by the party relying on it, gives rise to payment of an agreed sum of [AMOUNT] per breach, without prejudice to the right to claim further proven loss and to require that the disclosure stop immediately. Trade secrets remain confidential for as long as they retain that character.

When to use it

You hire a contractor or freelancer who will access your data or source code.
You discuss a partnership, fundraising or sale before any firm commitment.
You hire an employee who will see your customer files, pricing or processes.
You share customers' personal data with a processor.

Mistakes to avoid

Defining confidential information so broadly ("any information") that the clause becomes impossible to apply or prove.
Leaving out the standard exceptions (public information, prior knowledge, legally required disclosure), which weakens the clause.
Setting no post-termination period, or an unlimited one for information that quickly loses its value.
Failing to extend the obligation to the recipient's employees, subcontractors and advisers.

Contracts that use this clause

Frequently asked questions

The law generally does not set a period: the parties choose it. Two to five years after the contract ends is common for commercial information. For a genuine trade secret, it makes sense to provide that the obligation lasts as long as the information remains secret.

Other Protection clauses

Sources

WIPO, Guide to Trade Secrets and Innovation: basics of trade secret protection

Indicative template, to adapt to your situation. It does not replace legal advice.

Put your clauses into a complete contract

Generate the contract for your country, add your clauses and sign online, all in one place.

Create a free account Talk to an expert

Confidentiality clause

Create a free account

Variants

One-way version (supplier bound only)

Stronger version with agreed sum

Mistakes to avoid

Defining confidential information so broadly ("any information") that the clause becomes impossible to apply or prove.

Leaving out the standard exceptions (public information, prior knowledge, legally required disclosure), which weakens the clause.

Setting no post-termination period, or an unlimited one for information that quickly loses its value.

Failing to extend the obligation to the recipient's employees, subcontractors and advisers.