Parties in an emergency situation often feel that they are not in a position to advance the issue of indefinite confidentiality and that they end up agreeing on a limited period of time. For some situations, including a confidentiality clause requiring the agreement itself to be kept secret may also be a good idea. The business case is that large companies want to have a clear line on their confidentiality obligations. You don`t want to have to track confidential information indefinitely, as this can be logistically challenging in a large organization. While a confidentiality agreement cannot be fully protected from accidental or accidental disclosure, it may decide that protected information is kept secure in order to avoid such disclosure. The person responsible for disclosure may also require that records of the information be returned or destroyed after a given period of time. One possibility would be to consult certain documents or information and list them as a trade secret for an indefinite period in the confidentiality agreement. Obligations relating to all other disclosed information could then be linked over time. The list of information protected for an indefinite period may be supplemented by an agreement or notification, depending on the circumstances of the transaction.
While this alternative seems to address the issues discussed above in a simple way, there may be a considerable drawback in using this alternative in a state that imposes eternal confidentiality obligations on all confidential information. Indeed, where there is a breach of confidentiality at the end of the shorter period, the person responsible for disclosure must establish, in order to enforce the agreement, that the information in question is a commercial secret. For the sake of clarity, the term “conditions” here refers to the period of validity of a confidentiality agreement. A confidentiality agreement (NDA) can be considered unilateral, bilateral or multilateral: confidentiality and fidelity services (also known as confidentiality or confidentiality acts) are often used in Australia. These documents generally have the same purpose and contain provisions similar to confidentiality agreements (INAs) used elsewhere. However, these documents are treated legally as acts and are therefore binding without consideration, unlike contracts. When it comes to information that is not a trade secret, you need to be extremely careful if you want the obligation of confidentiality to extend indefinitely. Compare this to this clause of a Microsoft agreement, where the 5-year confidentiality period does not begin with the date of the agreement, but with the date on which the disclosure is actually made: there is no standard duration, but the general conditions of confidentiality can be between 2, 3 and 5 years…