How-to guide: How to draft a confidentiality agreement and confidentiality clauses (USA)

Introduction

This guide will assist in-house counsel and private practice lawyers in negotiating and drafting confidentiality agreements (also known as non-disclosure agreements (NDAs)) and confidentiality clauses. It sets out key issues to address and points to consider - from the perspectives of both the receiving party and the disclosing party - when planning and drafting provisions designed to protect proprietary and trade secret information.

The validity and enforceability of confidentiality clauses may vary between US jurisdictions. The discussion in this guide should be taken as a general statement of the laws applicable in most US jurisdictions. You are advised to consult local laws before beginning to negotiate or draft a contract clause or agreement.

The guide covers:

1. Definition and scope
2. Legality and enforceability
3. Confidentiality agreements and trade secret laws
4. Distinguishing between NDAs and non-compete agreements
5. Drafting the agreement
6. Additional standard provisions

This guide can be read in conjunction with Checklist: Reviewing a confidentiality agreement (receiving party).

Section 1 – Definition and scope

Many organizations have information or processes that they do not want revealed to the general public. However, it is often necessary to allow certain people to access and use this information. A confidentiality agreement or a non-disclosure agreement (NDA) is an agreement that requires a party that receives confidential information to refrain from revealing that information to others. For example, a company may hire an advertising agency to develop a campaign for a new product that will be launched at a later date. The agency must know about the product in order to prepare the campaign, but should not reveal any details of the product until permitted to do so by the client. An NDA also allows organizations to keep control of processes or formulae that either are not protectable under other intellectual property laws (eg, patents or copyrights), or that would become public knowledge if such protection were available and made use of. For example, a beverage company’s iconic soft drink recipe is not eligible for copyright protection. If it were patentable, the recipe would be disclosed in the patent application (and the patent would eventually expire).

An NDA may be one clause of a contract, or it may be a standalone agreement. There are advantages to both approaches. Including non-disclosure as part of a broader, comprehensive agreement has the advantage of making it an integral part of the relationship between the parties. However, a standalone agreement ensures that the parties’ attention is drawn to it, and also underscores the importance of non-disclosure.

It is important for an organization to recognize the situations which may present cause to draft a confidentiality clause or agreement. For example, an organization may:

• incorporate confidentiality provisions into its general goods and services agreements;
• utilize standalone agreements regarding confidential information as a prelude to the exchange of information relating to the sale of a business and the necessary conduct of due diligence; or
• craft confidentiality clauses into employment agreements for executives or other key employees.

Section 2 – Legality and enforceability

The origins of the NDA are unclear. Courts have usually been willing to enforce them as written and have been reluctant to interfere with the terms of the contract or to refuse to give it effect. See, eg, Elec Reduction Co of Canada v Crane, 239 Miss 18, 34, 120 So 2d 765, 772 (1960) (a witness was allowed to refuse to testify on the basis of a ‘qualified privilege’ that prevented him from revealing an employer’s trade secrets). Generally speaking, the legal system recognizes an employer’s legitimate interest in safeguarding the information that has made their business successful and allows an employer to use an NDA to protect themself against commercial piracy. Even restrictive non-disclosure clauses are normally considered enforceable to the extent necessary to prevent a former employee or business associate from disclosing or using confidential customer information or trade secrets. However, some jurisdictions have declined to enforce confidentiality provisions that they deem unnecessary and overbroad. Williams v Northern Technical Services, 568 N W 2d 784 (Wis. App. 1997) (refusing to enforce confidentiality provision lacking any duration or evidence substantiating the business need for the restriction). Organizations are encouraged to review the provisions of the specific jurisdictions involved in the transaction before and during the drafting process.

For example, under New Jersey law, specifically N.J.S.A. 10:5-12.8, the law prohibits any contractual provision that conceals details of discrimination, retaliation, or harassment claims. The recent decision in the case of Savage v Twp of Neptune, 257 N J 204, 472 N J Super 291, 313 A 3d 65 (2024), clarified that this prohibition extends beyond explicitly labeled ‘non-disclosure’ agreements to encompass all restrictive clauses, including non-disparagement provisions. The New Jersey Supreme Court emphasized that the law's intent is to ensure victims can freely discuss their experiences, regardless of settlement terms, and that any contractual limitation on this ability is illegal.

Consequently, employers in New Jersey must meticulously review their employment and settlement agreements to eliminate any clauses that could inadvertently restrict protected speech. This includes scrutinizing non-disparagement provisions. Given the growing trend of similar restrictions in other states, employers nationwide should also proactively assess their contracts to ensure compliance with evolving legal standards regarding employee speech related to discrimination and harassment. 

2.1 When should a confidentiality agreement be used?

A confidentiality agreement should be put in place whenever confidential information is or might be revealed. For example, many employers require their employees to sign NDAs as a condition of beginning employment, ensuring their business is not harmed upon termination of an employee. An NDA should also be used when confidential information is provided to a non-employee, such as a third-party contractor or outside consultant. NDAs are also commonly used when submitting a proposal to a new client or customer that involves the disclosure of proprietary information or details of processes used.

Section 3 – Confidentiality agreements and trade secret laws

Confidential information may be protected by both state and federal laws on trade secrets. Most US jurisdictions have adopted a variation of the Uniform Trade Secrets Act. This statute codifies protections for specified types of confidential information, provided the data in question derives value from its confidentiality and the organization takes reasonable efforts to maintain the confidential nature of the data. See id. A related federal law—the Defend Trade Secrets Act of 2016, 18 USC section 1836 et seq—allows the owner of a trade secret to sue in federal court when trade secrets have been misappropriated.

These statutes create separate and distinct methods of protecting proprietary information. However, the existence of trade secrets laws does not remove the need for confidentiality agreements and clauses. To the contrary, the use of such agreements can help demonstrate to a court that the organization is taking ‘reasonable efforts to maintain the confidential nature of the data.’ Bdt Products v Lexmark International, 274 F Supp 2d 880 (E.D. Ky. 2003).

A party may be deemed to have waived their right to any trade secret protection under either state or federal law if it fails to enter into a confidentiality agreement that is reasonable to protect its trade secrets. For example, an agreement that is not tailored to the particular goods or services, or that places few or irrelevant restrictions on the use of information, may also result in a waiver of a party’s right to claim statutory trade secrets protection. See, eg, Auto Channel, Inc v Speedvision Network, LLC, 144 F Supp 2d 784, 795 (W.D.Ky.2001) (plaintiffs waived any possible trade secret protection when they sent alleged trade secret television pilot concepts as unsolicited promotional materials to cable networks, with no requirement of secrecy).

Section 4 – Distinguishing between NDAs and non-compete agreements

Confidentiality agreements are often conflated with non-compete agreements. While they serve some of the same interests, there are significant differences between the two types of agreements, and it is important to distinguish between them:

• A non-compete agreement prevents a former employee from engaging in a competing business within a specified industry, area, and/or time frame.
• A confidentiality agreement prevents individuals from utilizing proprietary or confidential information obtained in a lawful manner, or revealing the information to others.

While both restrain trade, confidentiality clauses have been viewed as less offensive to public policy and thus generally more enforceable. Non-compete agreements are sometimes justified, at least in part, as a way of protecting confidential or proprietary information learned during the course of a person’s employment. However, the scope of the non-compete agreement goes further and limits the work a person may do, regardless of the use or non-use of confidential information.

In an employment context, an organization may require an employee to sign both a confidentiality agreement and a non-compete agreement. The validity and enforceability of each contract may be considered separately. However, an organization should be cautious not to draft an employment-based confidentiality clause so broadly that it could be effectively described as a de facto non-compete clause preventing the employee from working in the identified industry. That could lead to the confidentiality agreement being found unenforceable. AMN Healthcare v Aya Healthcare Services, 28 Cal App 5th 923, 940 (2018).

Note that non-compete agreements are already invalid in many jurisdictions, and that the Federal Trade Commission issued a rule in April of 2024 that bars most non-compete agreements, but did not bar confidentiality agreements. The Rule was subject to multiple legal challenges, and on September 5, 2025, the FTC stated that it would accede to the vacatur of the Rule. Similarly, states that prohibit non-compete agreements still allow confidentiality agreements. See, eg, Minn Stat section 181.988 providing that non-compete agreements entered into after the effective date of the law are unenforceable, but that confidentiality and non-solicitation agreements may still be enforced.

Employers should also be aware of the laws that prohibit confidentiality or non-disclosure agreements in certain contexts. The federal Speak Out Act, 42 USC sections 19401 – 19404, states that no nondisclosure clause or nondisparagement clause agreed to before a sexual assault or sexual harassment dispute arises enforceable if conduct is alleged to have violated Federal, Tribal, or State law. 

4.1 Purpose and scope of the agreement

When drafting a confidentiality agreement or clause, you should identify:

• the information to be protected;
• the reason for protecting the information; and
• any permitted ground(s) for disclosure.

Ensuring these components are included will result in a more focused and potentially enforceable agreement or provision.

It is also vital to contemplate the scope of the agreement. This can take a variety of forms:

• A confidentiality agreement or provision can prevent an individual from disclosing information for a defined period; and
• The scope of the agreement could be viewed in the context of those that would be affected by the confidentiality provision of that agreement.

The more closely this agreement or provision can be tied to a specific business need, the more likely it is that a reviewing court will uphold it. A focused provision applicable to the specific contracting party is more likely to be enforceable than one that broadly implicates the rights of others outside the contract. United States ex rel Grandeau v Cancer Treatment Centers of America, 350 F Supp 2d 765, 773 (N.D. Ill. 2004). For example, a fast-food restaurant with a well-known recipe may prohibit suppliers of ingredients from releasing ‘confidential information,’ but if the term ‘confidential information’ is not clearly defined in the agreement, a court may hold the agreement to be unenforceable because of the possible implication of information not associated with the fast food restaurant’s business with the supplier.

It may be necessary to make a confidentiality agreement mutual and impose on both parties a duty not to disclose. Such an agreement is useful in situations in which both parties are making disclosures to one another. For instance, a corporation requesting a demonstration from a marketing agency prior to hire may want the marketing agency to refrain from disclosing any information about its new product. In turn, the marketing agency may want to prevent the corporation from using its demonstrative advertisements without first hiring the company. Both the corporation and the marketing agency would benefit from an NDA in this situation.

A confidentiality agreement should also be considered when there is the possibility that confidential information may be learned unexpectedly or unintentionally. This is true when a third-party vendor has access to a company’s computer network for a certain purpose and that access may accidentally lead to the vendor learning trade secrets. One common example of this issue is when a corporation hires an outside IT vendor to perform what is known as penetration testing or ethical hacking, where the vendor is tasked with finding and exploiting all flaws in the corporation’s computer network security. The vendor understandably may access protected information while performing the penetration test, and the corporation would need a confidentiality agreement with the vendor in order to make sure its trade secrets are protected.

Section 5 – Drafting the agreement

5.1 Definitions

The starting point of any confidential information agreement or clause is the ‘definitions’ section. This should describe in detail the identity and nature of the information to be protected.

You can use an ‘opt-in’ or an ‘opt-out’ drafting method. With the ‘opt-in’ approach, the organization articulates precisely what types of information will be maintained as confidential under the agreement. Anything omitted from the ‘opt-in’ definition is not protected.

The ‘opt-out’ approach, in contrast, provides an inclusive definition of confidential and proprietary information, omitting only the types of information expressly excluded by the agreement.

Regardless of the approach taken, most confidentiality clauses or agreements contain standard exclusions, which are often necessary in most jurisdictions so that a court does not hold the agreement to be too broad and thus unenforceable. These include exceptions for the following:

• information that is already in the public domain. When details can be found in the public domain, it is more difficult to argue that public policy supports maintaining the confidentiality of that information;
• information acquired from a third party that is not a party to the confidentiality agreement and is therefore not subject to an obligation not to disclose (such information may be subject to a separate third-party vendor agreement that includes a confidentiality clause);
• information that is independently developed or identified without misappropriation or wrongful action by the receiving party; and
• information already known by the parties—sometimes referred to as ‘residual information.’

See Panitz v F Perlman & Co, 173 S W 3d 421 (Tenn. Ct. App. 2005).

5.2 Persons bound by the agreement

The agreement must also define the person(s) bound by the agreement. The parties can apply mutual confidential information provisions and agreements. However, depending on the nature of the arrangement, the parties may have a business need to transfer confidential information to other parties.

Consider the example of a manufacturer that is deciding whether to obtain a license to manufacture a product developed in a foreign country. As a part of the process, the manufacturer has requested engineering studies regarding the feasibility and safety of the product. The manufacturer signs an NDA and promises to keep the studies confidential. The studies are in a language no one at the manufacturer understands, so it must hire a translator in order to read them.

To address such situations, confidential information agreements and clauses usually are drafted to apply to both the employees and the contractors of the parties to the agreement. This allows employees and contractors to have the information necessary to perform their roles while still ensuring the confidentiality of the proprietary information. Employees and contractors may be asked to sign verifications of their receipt and understanding of the confidentiality clause or agreement, which is often useful to prove that the individual received notice of the confidentiality agreement. All signed copies of the confidentiality agreement should be kept in a secure location, and a copy should be kept on record for, at minimum, the time period of the non-disclosure agreement plus the state or federal trade secret statute of limitations.

Similarly, third-party professionals such as accountants and attorneys may also have a business need to obtain and use confidential information. In such cases, the confidentiality agreement clause should be drafted to extend to those professionals, or in the alternative, those professionals requiring access should be included in a separate executed agreement that is specific to their professional roles.

5.3 Duration of the agreement

Some confidentiality agreements become effective on a specific date or upon execution of the agreement. Others begin upon the occurrence of an event (eg, the termination of employment), or once the party signing the agreement has received or obtained access to the information in question. Providing clarity on when the agreement begins will help protect the organization against disputes that arise at a later date.

Similarly, the agreement or clause should include provisions addressing when the agreement ends. While any contract provision can end upon mutual agreement, contracts should clearly state when the end is triggered by another means, such as the occurrence of an event or the passage of a defined period of time. While some provisions for an indefinite term have been upheld, such clauses are closely scrutinized and may be challenged in court. Cox v Altus Healthcare and Hospice, 706 S E 2d 660 (Ga. App. 2011) (a perpetual confidentiality agreement was unenforceable on its face).

5.4 Measures to be taken regarding the disclosure of confidential information

Within the general prohibition on disclosure of confidential information, it is often useful to incorporate the following additional provisions:

• Disclosure can be limited only to named or identified parties. This way, disclosure to any other person or entity can be deemed a per se violation of the agreement and handled accordingly.
• Parties can be required to take reasonable measures to maintain the confidentiality of the information provided pursuant to the agreement or clause. Depending on the factual circumstances, such reasonable measures may include limiting access to those employees with a business need to access the information.
• Alternatively, contracting parties can be required to protect confidential information using passwords and other data security techniques. The agreement may also require third parties to acknowledge compliance with the confidential information requirements. A party must follow its own requirements in an NDA – whether it means enforcing computer system security, marking certain documents confidential, etc. – if it wishes to later enforce its confidentiality agreement.

5.5 Permissible uses of information

A confidentiality agreement should clearly define the uses which the receiving party may make of the confidential information. These approved uses are often labeled ‘permitted uses’ or ‘permitted purposes’ in order both to facilitate the purpose of the underlying agreement and to distinguish them from inappropriate uses of the information. Permissible uses of confidential information may include those directly contemplated by the agreement - for example:

• as needed within the employment relationship;
• to evaluate a transaction or conduct due diligence; or
• to develop a proposal or bid.

Consider the derivative use of confidential information. For example, proprietary material reduced to notes, charts, or summaries will be derivative of the original confidential information. The underlying confidentiality clause or agreement should specify whether derivative materials can be made and, if so, how the confidential information contained in the derivative materials must be protected.

A clause or provision limiting the permissible use of information should clarify that no additional uses, or uses not explicitly listed, are allowed. Although it may be inferred from the listing of a few permissible uses that additional uses will not be allowed, it is best to make that limitation clear with specific, express terms in the confidentiality agreement or risk the agreement being held unreasonably broad and unenforceable in its entirety.

5.6 Explicit exceptions

Confidentiality clauses and agreements often contain explicit exceptions allowing for disclosures in limited circumstances. While these may be considered a ‘permissible use,’ it is more accurate to describe them as a tolerated or mandated exception to the confidentiality requirements. These should clearly state any exceptions to what is considered confidential, such as information that is already publicly known, independently developed by the receiving party or rightfully obtained from another source without breach of confidentiality.

For example, many agreements contain an exception allowing the disclosure of publicly available information or information in the public domain. While strictly speaking, this exception may not be necessary since the information is already available to the public and therefore, not really considered a ‘secret’, best practice is to include it.

Many agreements also contain an exception for information that is ordered to be disclosed. In general, any party that receives a subpoena from a court of competent jurisdiction or a lawful discovery order must turn over responsive materials, which may include confidential information. While the confidentiality agreement or clause cannot frustrate a party’s ability to disclose pursuant to legal process, the agreement can require that party, where permitted by law, to give prompt notice of the receipt of the subpoena or discovery request to the entity that provided the confidential information. That way, the entity that provided the confidential information can intervene in the court process to block disclosure of the confidential information.

An exception for disclosure protected under state or federal whistleblower provisions should also be included in such an agreement. Without such an exclusion, an agreement may be viewed as contrary to public policy. United States ex rel. Grandeau v Cancer Treatment Centers of America, 350 F Supp 2d 765, 773 (N.D. Ill. 2004) (the court refused to enforce a confidentiality agreement in a whistleblower case where confidentiality would run contrary to the public interest).

5.7 Ownership of the intellectual property rights in disclosed information

In addition to including provisions on the use of information, it is essential for an organization to clearly articulate who owns the intellectual property rights to the confidential information. The confidentiality clause or agreement should provide that any transfer of information among the parties constitutes only a limited license to use the information within the strict terms of the agreement and is not a permanent transfer of intellectual property rights. This limited license does not transfer any ownership rights, including, but not limited to, rights to derivative works.

5.8 Assignment rights

A confidentiality clause or agreement should also restrict the recipient’s ability to transfer confidential information to third parties or affiliates. The agreement should clearly prohibit such transfers without express permission of the holder of the confidential information obtained in advance.

5.9 Termination or expiration of the agreement

A confidentiality agreement can be terminated in a variety of ways:

• An agreement that ends on a specific date is void after that date and the obligations of each party end unless otherwise agreed. Therefore, it is especially important to consider using a clause that extends the confidential information obligations beyond the natural expiration of the agreement when including a confidential information provision.
• The duration of an agreement can also be tied to its purpose. For example, an agreement for the design of a website for a retailer ends when the website is complete and has been launched. Any information that might have been protected by a confidentiality agreement between the web developer and the retailer will presumably be public now. In such a circumstance, the satisfaction of the aim of the agreement may itself be sufficient grounds for ending the contract. The agreement may not be ‘terminated’; rather, the duties under the agreement will have been discharged and the agreement will no longer be enforceable.
• Any agreement can be terminated upon the mutual agreement of the parties. A mutual agreement to terminate an NDA should make clear what obligations, if any, the parties still have with regard to information that may have been disclosed, and the reasons for termination of the agreement (eg, the parties have discovered that supposedly confidential information was already in the public domain).
• An agreement can be terminated upon the non-performance of a party. In that circumstance, it is important to ensure that the termination of the agreement does not suspend the receiving party’s continued obligation to maintain the confidentiality of the proprietary information obtained pursuant to the agreement.

5.10 Post-termination concerns

After termination of the agreement - whether due to lapse of time or some other reason - it is important to ensure non-disclosure continues for the duration necessary to protect the business needs of the organization. As the confidential information will already be in the receiving party’s possession, the agreement should specify whether the materials should be returned or destroyed. The agreement should make clear that any derivative materials made with or utilizing any part of the confidential information should also be returned or destroyed. This may include the deletion of electronic copies and the return or destruction of physical documents.

5.11 Enforcement of agreement

There are a variety of ways to enforce a confidentiality provision or agreement. Prior to litigation, the disclosing party can draft and enforce a right to audit the receiving party’s books and records to ensure the appropriate use of confidential information.

When a party learns that an NDA has been breached, a plaintiff can file an action seeking injunctive relief and damages. Where appropriate, injunctive relief can be granted to prevent the additional dissemination of confidential information. Central Valley General Hospital v Smith, 162 Cal App 4th 501, 75 Cal Rptr 3d 771 (2008).

In addition to, or in lieu of, injunctive relief, the agreement may provide for the payment of a specific amount of liquidated damages in the event of a breach. Such provisions are enforceable only to the extent they are not deemed to be so displaced from the actual harm imposed that they are found to be a penalty. Coleman v BR Chamberlain & Sons, 766 So 2d 427, 430 (Fla. App. 2000). To the extent a party can show actual damages from a breach, it may also pursue those damages.

Many agreements provide for the collection of attorneys’ fees in the event of specified occurrences or in case of litigation relating to the contract. While such provisions can be mutual and give this remedy to any prevailing party, when crafted for confidentiality clauses, the organization that discloses the information will generally want to reserve the right to collect attorneys’ fees for itself.

Depending on the transaction in question, litigation may not be advantageous. Given the expense of attorneys and the adverse publicity that a lawsuit can bring, many corporations elect to utilize alternative dispute resolution (ADR) provisions that require arbitration or mediation instead of litigation in case of disputes over confidential information. Those provisions can also limit the scope of the proceedings and can even stipulate the specific processes to be used. However, the choice of law provision may impact the enforceability of an ADR provision. Further, the scope of the available remedies may be more limited in the case of ADR.

Section 6 – Additional standard provisions

Other standard contract provisions may have an impact on confidentiality clauses and agreements:

• A forum or venue selection clause specifies in advance what the proper legal forum will be for resolving a dispute. This eliminates the expensive and time-consuming litigation that can often arise when a claim may be pursued in more than one forum. By including a forum or venue selection clause in standard terms and conditions, an organization can ensure convenience in enforcement and consistency in application of law.
• A choice of law provision specifies the jurisdiction whose laws will apply to the interpretation of the agreement and the resolution of disputes. This is especially helpful in circumstances where a transaction may implicate the laws of a variety of jurisdictions. No matter where the litigation might take place, the reviewing court will be required to apply the law of the corporation’s preferred jurisdiction. However, the choice of law may ultimately be dispositive of the enforceability of the confidentiality clause or agreement.

6.1 Integration or entire agreement clause

An integration clause is often found in an agreement that addresses confidential information. Assent to a contract can be demonstrated in a variety of ways, including through words, actions and a variety of documents. An integration clause provides assurance to the parties that the written, signed agreement is the complete understanding between them. This is particularly important to help avoid any ambiguity or confusion over the scope of the confidentiality obligations or the materials covered by the agreement—especially those that might arise from a suggestion of an additional agreement allowing or prohibiting disclosure in a particular instance.

An example of such a clause in a termination of employment may be:

Integration Clause. This Agreement, together with the Confidentiality Agreement and the Release of Claims, contain the entire agreement of the parties with regard to the separation of XXXX’s employment, and supersedes any prior agreements as to that matter, including, without limitation, the Offer Letter and the Severance Agreement. This Agreement may not be changed or modified, in whole or in part, except by an instrument in writing signed by XXXX and the Chief Executive Officer or other responsible officer of the Company.

6.2 Non-waiver of breach

In the event that a party knowingly refrains from taking action in a circumstance that would have warranted termination or enforcement action, the breaching party may be able to claim later that the right to terminate for breach has been waived. Waiver is a defense to a breach of contract claim, which must be proved by the party relying upon the defense. Safety Signs, LLC v Niles-Wiese Constr Co, 840 N W 2d 34, 42 (Minn. 2013). Including a provision that prevents waiver of breach allows a party to decide which circumstances are sufficiently serious to warrant litigation without jeopardizing the current arrangement between the parties, which may prove costly.

The contract should also detail the consequences of breaching the NDA, including injunctions, damages, and any legal fees. This underscores the seriousness of the agreement and provides a clear recourse for the disclosing party in the event of a violation.

6.3 Governing law/choice of forum

Many NDAs provide that the agreement will be governed by the laws of a named jurisdiction or that any litigation relating to the agreement will be brought in a named forum. Such a clause can help provide certainty as to how a court might interpret the agreement, or whether it will enforce every provision as written. The law or forum chosen must bear some relationship to the parties to the agreement. For example, in the United States, many corporations are incorporated under the laws of the state of Delaware, even if a company does not do business in that state. An NDA may state that it is governed by the laws of Delaware if one or both parties to the agreement is a Delaware corporation.

Additional resources

Cornell University Law School, Legal Information Institute, Nondisclosure Agreement, April 2023
US Department of Labor, Sarbanes-Oxley (‘SOX’) Whistleblower Digest: Privileges and Non-Disclosure Agreements, May 3, 2012
US Patent and Trademark Office, Trade Secret Policy, November 18, 2020

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Checklists:

International supply of goods contracts 
Reviewing a confidentiality agreement (receiving party) 
What to consider when terminating a contract 
What to consider to ensure a contract is valid

Clauses

Confidentiality (Short-Form)
Confidentiality (Long-Form)

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