Duration Of Confidentiality Agreements

While some legal experts say this is an expected and acceptable part of the activity, others say that parties who think they should assert themselves and refuse to sign a confidentiality agreement with deadlines for the confidentiality of their information. The legal justification is that some U.S. states (for example. B Kansas, Illinois and Virginia) will not impose a permanent obligation to process information that is not trade secrets. In these states, the courts would not read the duty of confidentiality; They would not impose it at all. This rule applies only to general confidential information and not to trade secrets. They will apply permanent confidentiality obligations that will only apply to trade secrets. There is no standard term, but the general notions of confidentiality can range from 2, 3 to 5 years. Another very important consideration for confidentiality agreements is the period for which they must be applicable.

The point I hope you come here is that the duration of a confidentiality agreement and the duration of confidentiality in general are two very different things and should be treated with care as part of your agreements. As with all legal matters, the “typical” duration of a confidentiality agreement is far from typical. When signing a confidentiality agreement, the benefits of including a clause (i.e. the end of contractual obligations) depend on disclosure or obtaining confidential information. If you are the revealing party, you want to ensure that your confidential information remains confidential and that there are no potential unauthorized disclosures. This means that you want to protect the privacy of this information for as long as possible. If you are the party that receives you, you want to limit your obligations in the agreement, which includes the information you must keep confidential and the length of time you must keep it confidential. One solution to this problem is to have a shared confidentiality obligation when the obligations related to trade secrets apply for an indeterminate period, but the obligations relating to all other confidential information apply only for a limited period of time. This should be generally applicable and an appropriate effort to preserve the protection of trade secrets.