Most confidentiality and nondisclosure agreements provide a specific term of nondisclosure (e.g., one to three years). Some confidentiality and nondisclosure agreements, on the other hand, are open-ended in duration, although they won't be legally enforceable to the extent the confidential information becomes public.
Whether or not the overall agreement has a definite term, the parties' nondisclosure obligations can be stated to survive for a set period. Survival periods of one to five years are typical. The term often depends on the type of information involved and how quickly the information changes.
A confidentiality agreement's standstill provision requires that a receiving party refrain from taking actions toward acquiring ownership in the disclosing company during an agreed period.
A confidentiality agreement should include the names and addresses of the parties to the contract. Consider also including: Reason for the agreement: Explain why you're sharing this information. The information disclosed: Be specific about the subject matter and what exactly is included in the agreement.
You don't need a lawyer to create the agreement, but you may need someone with legal expertise to review it. We recommend consulting with a legal expert to ensure your agreement fully protects your organisation's interests when the document is first created.
“The Receiving Party agrees to maintain the confidentiality of the Disclosing Party's Proprietary Information for a period of five (5) years from the date of disclosure, unless such information becomes publicly available through no fault of the Receiving Party or as required by law.”
Confidentiality agreements can run indefinitely, covering the parties' disclosures of confidential information at any time, or can terminate on a certain date or event. Whether or not the overall agreement has a definite term, the parties' nondisclosure obligations can be stated to survive for a set period.
While this kind of time limit is intended to balance the disclosing party's need for secrecy and the receiving party's interest in minimizing its responsibility under the agreement, such expiration dates in NDAs can unintentionally undermine efforts to maintain trade secret protection.
Whether or not the overall agreement has a definite term, the parties' nondisclosure obligations can be stated to survive for a set period. Survival periods of one to five years are typical. The term often depends on the type of information involved and how quickly the information changes.