Confidentiality

Typical wording

The parties shall keep confidential all information received under the agreement. The obligation applies for five (5) years after the agreement ends.

What it means

Neither party may share what they learn about the other, and the duty continues after the cooperation has ended.

Common practice

3-5 years after termination is common. For trade secrets it is often agreed with no time limit. Carve-outs for information that is already public or that must be disclosed to the authorities are standard.

What to look for

• Are the carve-outs for publicly known information and legally required disclosure included?
• Does the duty apply both ways to the same extent?
• May subcontractors be given access, and are they bound by the same duty?
• What happens to copies of the information on termination?

Source