Confidentiality Clause (Pro-Customer)

Explaining Confidential Information

This clause sets out the service provider’s obligations regarding, you, the customer’s confidential information. You should add any transaction-specific items to the list of confidential information to avoid dispute as to whether any disclosed information falls within the general list. Consider adding language to this section if the parties have a need to create and enforce confidentiality provisions to cover their affiliates, employees, contractors and other representatives.

The confidentiality obligations in this clause can be included in the general list of obligations that survive expiration or termination of the agreement in the survival clause of your framework agreement. If, however, you intend for the confidentiality obligations to only survive for a certain period after termination of the agreement, that should be specified in this clause.

If you want to protect a large quantity of confidential information, you should consider entering into a separate, more detailed confidentiality agreement. For more information on drafting and negotiating a stand-alone confidentiality agreement, contact us.

Sample Clause

Confidentiality.

All non-public, confidential or proprietary information of Customer (”Confidential Information”), including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Customer to Service Provider, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for Service Provider’s use in performing this Agreement and may not be disclosed or copied unless authorized by Customer in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Service Provider’s breach of this Agreement; (b) is obtained by Service Provider on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Service Provider establishes by documentary evidence, was in Service Provider’s possession prior to Customer’s disclosure hereunder; or (d) was or is independently developed by Service Provider without using any Confidential Information. Upon Customer’s request, Service Provider shall promptly return all documents and other materials received from Customer. Customer shall be entitled to injunctive relief for any violation of this Section.