How do I fix an overbroad confidentiality clause?

Confidentiality clause covers everything forever? Narrow it with exceptions for public information, your prior knowledge and an end date.

The risky clause

Contractor shall keep confidential all information received in any form, forever, and shall not use it for any other purpose.

Why it is dangerous

Freelancers need to keep client secrets, but also reuse their own know-how. Add standard exceptions, mark what is truly confidential, and set an end date for non-trade-secret information. This is general information, not legal advice.

Safer clause to propose

Confidential Information excludes information that is public, already known to the Contractor, independently developed or required by law to be disclosed. Obligations end 3 years after termination, except for trade secrets.

Message to send

Hi [Client],

Could the confidentiality clause include the standard exceptions and end 3 years after the contract, except for trade secrets? Thanks, [Your Name]

Frequently asked questions

What are standard NDA exceptions?

Public information, prior knowledge, independent development and legally required disclosure.

How long should confidentiality last?

Often 2 to 5 years, with longer protection for true trade secrets.

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