NEED-TO-KNOW
DEFINITION OF CONFIDENTIAL INFORMATION IN THE NON-DISCLOSURE AGREEMENT
Is the definition of Confidential Information (CI) important? Definition of CI as the first thing to know in the Non-Disclosure Agreement. It helps you determine the object of rights and obligations – helps to answer the question of what information must be kept confidential, which does not.
How should CI be defined?
- Benefit to the Provider: CI should be understood in an expansive sense, meaning any information received and acquired by the Recipient arising out of and/or in connection with the transaction between the Parties.
- Example: CI means any and all information that the Recipient (i) receives from the Provider or a Third Party; and/or (ii) obtained in the course of the Transaction arising out of and/or in connection with the Transaction between the Parties at any time (before, during and after the termination of the Transaction) in oral, written, digital data or any other form of communication (tangible or intangible).
- Benefit to the Recipient: CI should be understood in a narrow sense, i.e. only trade secrets or information that have been jointly confirmed by the Parties to be confidential.
- Example: TTM means the trade secret(s) and information in the possession of the Supplier which has been jointly confirmed by the Parties as confidential, which the Provider delivers to the Recipient during the execution and validity of the Transaction.
- Balancing the Parties: CI should be construed in such a way that it is identified by the Provider at its sole discretion and notified to the Receiving Party as confidential.
Example: CI means any and all information received by the Recipient (i) from the Provider and/or obtained during the Transaction; and (ii) has been identified and notified by the Provider as confidential, arising out of and/or in connection with a Transaction between the Parties in oral, written, digital data or any other form of communication communication (tangible or intangible).
