Protected Information
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Confidential Information. "Confidential Information" means all material, non-public, business-related information, written or oral, whether or not it is marked that is disclosed or made available to the receiving party, directly or indirectly, through any means of communication or observation.


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Non-Disclosure Agreement Scope
Specific (Technical Information)
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Confidential Information. For purposes of this agreement, "Confidential Information" includes:

any trade secret, know-how, invention, concept, software program, source code, object code, application, documentation, schematic, procedure, contract, information, knowledge, data, database, process, technique, design, drawing, program, formula or test data, work in progress, engineering, manufacturing, marketing, financial, sales, supplier, technical, scientific, customer, employee, investor, or business information, whether in oral, written, graphic, or electronic form;

any non-public business information, including personnel data, correspondence with any Governmental Authority, historical customer information and data, historical cost information such as budgets, operating expenses, and capital costs, and projected capital additions, operating cost information, and other business, and financial reports and forecasts;

any document, diagram, photograph, drawing, computer program, or other communication that is either conspicuously marked "confidential", or is known or reasonably should have been known by the Receiving Party to be confidential; and

any advice, information, exhibits, documentation, or any other information that the Receiving Party should reasonably expect would be protected by attorney-client privilege or work product doctrine or other applicable privileges.


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Non-Disclosure Agreement Scope
Specific (Financial Information)
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Confidential Information. For purposes of this agreement, "Confidential Information" shall mean:

financial statements, business plans, strategic plans, proprietary market information, analyses, compilations and any other strategic, competitively sensitive or proprietary information shared between the parties as a result of the discussions contemplated by this agreement;

this agreement and all documents and materials relating thereto and to the negotiation and execution thereof, including, without limitation, the existence of this agreement and the fact of negotiations taking place between the parties; and

all observations, estimates, conclusions, ideas or concepts reasonably related to Confidential Information disclosed to the other party.


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Non-Disclosure Agreement Scope
Specific (Employment Information)
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Confidential Information. For purposes of this agreement, "Confidential Information" means:

all trade secrets, proprietary, and other information that is disclosed to or acquired by the Employee during or in the course of employment that relates to the business of the Employee and is not generally available to the public, or generally known in the industry;

customers' identities and requirements, customer lists, suppliers' identities and products, pricing information, product price discount information, manufacturing processes and procedures, new product research, financial information not generally available to the public, and other non-public information; and

any techniques, know how, processes or combinations thereof, or compilations of information, records and specifications, utilized or owned by the Employer, development, marketing, pricing, business methods, strategies, financial or other analyses, policies, or business opportunities.


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Non-Disclosure Agreement Scope
Narrow (Written)
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Confidential Information. "Confidential Information" means all trade secrets, know-how, business and financial information, and other proprietary information or data disclosed to one party by the other, or incorporated in materials or products provided to one party by the other and marked or indicated to be confidential.


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Non-Disclosure Agreement Scope
Narrow (Marked)
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Confidential Information. "Confidential Information" means any information labeled or referred to as "Confidential" by the disclosing party, or provided to the receiving party by the disclosing party with reference to this agreement.


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Non-Disclosure Agreement Scope
Narrow (disclosed during a specific time)
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Confidential Information. "Confidential Information" means all material, non-public information disclosed on or after the Effective Date.


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Non-Disclosure Agreement Scope
Standard Confidential Information
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Confidential Information. "Confidential Information" means all material, non-public, business-related information, written or oral, whether or not it is marked that is disclosed or made available to the receiving party, directly or indirectly, through any means of communication or observation.


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Non-Disclosure Agreement Scope

About

  • Clause Taxonomy: Scope
  • Organization: Public
  • Updated: 04/05/2019
  • Rating

Overview

Most confidentiality agreements define the term "Confidential Information." We propose a new concept called "Protected Information," which is intended to align the term with other emerging standards of data protection, such as personal and government information.

The Confidential Information clause defines what the parties deem to be proprietary and protected by the terms of the agreement. The clause typically defines what is, and what is not, confidential.

Scope: what is the scope confidential information? What is included?
(a) Broad (all non-public)
(b) Narrow (date defined)
(c) Marked
(d) Specific information (business, financial, technical)

Our analysis shows that the definition of the excluded items is very consistent, while the definition of the information covered by the provisions is highly variable.

As noted by Yoichiro ("Yokum") Taku, a partner at Wilson Sonsini Goodrich & Rosati, "[th]e discloser will want a broad definition of confidential information and may also want third party confidential information to be deemed confidential. The receiver will want to narrow the definition of confidential information in order to limit the scope of the information requiring compliance with confidentiality obligations. What is important in a confidentiality agreement or non-disclosure agreement (NDA)? VCs may not want an agreement fearing such attribution of information and may prefer a Non-Confidentiality Agreement, providing that the parties may freely use all information disclosed.