Common use of Confidentiality Provisions Clause in Contracts

Confidentiality Provisions. The confidentiality provisions are often worded as unilateral, meaning only one of the party’s confidential and proprietary information is protected by the terms of the agreement. In most transactions, both parties could benefit from a mutual or reciprocal confidentiality provision because both parties usually exchange some amount of sensitive information or data with the other party. The confidentiality provisions should, therefore, be carefully reviewed and revised to make sure that confidential and proprietary information of both parties is protected by the terms of the agreement. Attention should also be given to making sure appropriate exceptions are made for information that is publicly available, already known, or independently developed by a party without knowing or using the other party’s confidential information, or required to be disclosed by a party pursuant to a court order.