Best examples of confidentiality clause examples in partnership agreements

Short, plain‑English examples of confidentiality clause examples in partnership agreements

Most small partnerships don’t need a 3‑page confidentiality section. They need a tight, readable paragraph that covers the basics: what’s confidential, how it can be used, and for how long.

Here is a short, practical example of a confidentiality clause you might see in a two‑partner consulting firm:

Example 1 – Short basic clause
Each Partner agrees to keep all non‑public information about the Partnership, its clients, pricing, business plans, and methods ("Confidential Information") strictly confidential. Confidential Information may be used only for purposes of operating the Partnership and may not be disclosed to any third party without the prior written consent of the other Partner, except to professional advisers who are bound by confidentiality obligations. This obligation continues during and after the term of this Agreement.

This is the kind of language that shows up again and again in real examples of confidentiality clause examples in partnership agreements: clear scope, limited use, and a survival period after the agreement ends.

Detailed examples of confidentiality clause examples in partnership agreements for higher‑risk deals

When the partnership involves sensitive technology, proprietary algorithms, or large amounts of customer data, you need more detail. The best examples tend to spell out:

• What counts as confidential
• What doesn’t
• How long the duty lasts
• Security standards
• What happens if there’s a legal requirement to disclose

Here’s a more detailed example of a confidentiality clause tailored for a tech joint venture:

Example 2 – Technology and trade secrets
(a) Definition. “Confidential Information” means all non‑public information disclosed by one Partner ("Disclosing Partner") to the other Partner ("Receiving Partner"), whether oral, written, electronic, or in any other form, including source code, product roadmaps, business plans, financial data, customer and prospect lists, pricing, marketing strategies, and technical know‑how.
(b) Exclusions. Confidential Information does not include information that: (i) becomes publicly available through no fault of the Receiving Partner; (ii) was lawfully known to the Receiving Partner before disclosure; (iii) is independently developed by the Receiving Partner without use of the Disclosing Partner’s Confidential Information; or (iv) is rightfully received from a third party without duty of confidentiality.
(c) Use and Disclosure. The Receiving Partner shall use Confidential Information only for purposes of performing under this Agreement and shall not disclose it to any third party except employees, contractors, or advisers who need to know it for such purposes and who are bound by written confidentiality obligations at least as protective as those in this Agreement.
(d) Security. The Receiving Partner shall protect Confidential Information using at least the same degree of care it uses to protect its own information of a similar nature, and in no event less than a reasonable degree of care.
(e) Compelled Disclosure. If the Receiving Partner is required by law, regulation, or court order to disclose any Confidential Information, it shall provide prompt notice to the Disclosing Partner (to the extent legally permitted) and cooperate reasonably in any effort to limit or protect such disclosure.
(f) Duration. The obligations in this Section survive termination of this Agreement and continue for five (5) years from the date of disclosure, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

If you compare this to other examples of confidentiality clause examples in partnership agreements, you’ll notice it tracks closely with how U.S. law treats trade secrets. For context, the federal Defend Trade Secrets Act defines trade secrets and misappropriation in detail; you can review the statute directly at the U.S. Copyright Office’s overview: https://www.copyright.gov/policy/tradesecrets/.

Examples include modern data privacy and cybersecurity language (2024–2025)

Partnerships in 2024–2025 are negotiating in a very different environment from a decade ago. Remote work, cloud storage, and cross‑border data transfers mean your confidentiality clause should reference data security and privacy, not just “don’t tell anyone.”

Here is an example of a data‑heavy confidentiality clause suitable for a healthcare or health‑tech partnership:

Example 3 – Data privacy and security focus
The Partners acknowledge that Confidential Information may include personal data, including health information, subject to privacy and data protection laws. The Receiving Partner shall: (i) implement administrative, physical, and technical safeguards designed to protect Confidential Information against unauthorized access, use, or disclosure; (ii) comply with all applicable data protection and privacy laws, including, where applicable, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations; and (iii) promptly notify the Disclosing Partner of any known or suspected unauthorized access, use, or disclosure of Confidential Information. The Partners shall cooperate in good faith to investigate and remediate any such incident and to comply with any legal notification requirements.

If your partnership touches U.S. health data, you should understand HIPAA basics. The U.S. Department of Health & Human Services provides plain‑English guidance here: https://www.hhs.gov/hipaa/index.html.

Even outside health care, regulators are pushing higher standards for data security. The Federal Trade Commission regularly publishes guidance on protecting personal information and handling data breaches, which can inform how you draft these obligations: https://www.ftc.gov/business-guidance.

Real examples of confidentiality clause examples in partnership agreements by industry

Different industries emphasize different risks. When you look at real examples of confidentiality clause examples in partnership agreements, patterns emerge:

Professional services partnerships (law, accounting, consulting)
These often prioritize client confidentiality and conflict‑of‑interest concerns.

Example 4 – Client‑focused professional firm clause
Each Partner shall maintain the confidentiality of all client information and work product, whether or not marked as confidential, in accordance with applicable professional and ethical rules. Confidential Information may be disclosed only to firm personnel and contractors who require access to perform services for the client and who are subject to confidentiality obligations. Upon a Partner’s withdrawal, that Partner shall not use or disclose any Confidential Information of the Partnership or its clients, except as required by law or with the client’s informed consent.

Manufacturing or product development joint ventures
Here, the best examples of confidentiality clause language often highlight trade secrets, formulas, and supply chain data.

Example 5 – Manufacturing and supply chain clause
Confidential Information includes, without limitation, product specifications, manufacturing processes, supplier identities and pricing, quality control procedures, and inventory strategies. The Receiving Partner shall not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects provided as Confidential Information. The Partners shall restrict access to such information to facilities and systems with appropriate access controls and shall ensure that all third‑party manufacturers or suppliers receiving Confidential Information sign written agreements imposing confidentiality obligations at least as protective as those set forth herein.

Marketing and media partnerships
These often focus on audience data, campaign performance metrics, and pricing.

Example 6 – Marketing and data analytics clause
Confidential Information includes audience data, campaign performance metrics, targeting criteria, media plans, and discount structures. The Receiving Partner may not use the Disclosing Partner’s Confidential Information to build or enhance any data set, profile, or product that is not expressly authorized under this Agreement. Aggregated or anonymized data derived from campaign performance may be used by either Partner for internal analytics, provided that such data does not identify the other Partner or any individual and cannot reasonably be re‑identified.

These industry‑specific examples of confidentiality clause examples in partnership agreements show how you can keep the structure consistent while tailoring the subject matter.

Example of carve‑outs, non‑disclosure vs. non‑use, and survival periods

Good drafters pay attention to three things partners often fight about later: carve‑outs, non‑use, and how long the obligations last.

Carve‑outs
You saw this in Example 2: information that becomes public, was already known, or is independently developed should not be locked down forever. Without those carve‑outs, partners sometimes argue that everyday industry knowledge is “confidential” when it really isn’t.

Non‑disclosure vs. non‑use
Many weak clauses only bar disclosure. Stronger examples of confidentiality clause examples in partnership agreements also bar using the information for any purpose outside the partnership.

Here’s a focused example you can adapt:

Example 7 – Explicit non‑use language
In addition to the prohibition on disclosure, the Receiving Partner shall not use the Disclosing Partner’s Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement, including, without limitation, for competitive analysis, product development, or solicitation of the Disclosing Partner’s customers or employees.

Survival periods
How long should confidentiality last? There’s no single correct answer, but patterns exist:

• For ordinary business information, 2–5 years is typical.
• For true trade secrets (formulas, source code), the obligation often lasts as long as the information remains a trade secret.

Here is an example combining both ideas:

Example 8 – Tiered survival clause
The obligations set forth in this Section shall continue for three (3) years following termination or expiration of this Agreement; provided, however, that with respect to any Confidential Information constituting a trade secret under applicable law, such obligations shall continue for so long as such information remains a trade secret.

For a legal definition of trade secrets and how long they’re protected, the World Intellectual Property Organization offers a helpful overview: https://www.wipo.int/tradesecrets/en/.

Practical drafting tips drawn from the best examples

When you sift through real‑world examples of confidentiality clause examples in partnership agreements, a few practical lessons repeat.

Avoid over‑broad definitions that no one can follow
If “Confidential Information” includes every email and casual conversation, people will ignore the clause. Focus on information that actually matters: financials, customers, tech, pricing, strategy.

Match the clause to your risk profile
A two‑person design studio doesn’t need the same language as a cross‑border pharmaceutical joint venture. Use shorter clauses for low‑risk partnerships and more detailed examples for high‑risk or regulated industries.

Align with other documents
If your partners also sign a separate non‑disclosure agreement (NDA), make sure the definitions and survival periods match or at least don’t conflict. In many 2024–2025 deals, the partnership agreement either incorporates an existing NDA by reference or replaces it entirely with a more detailed confidentiality section.

Think about remote work and third‑party vendors
In modern partnerships, confidential information lives in cloud services, collaboration platforms, and vendors’ systems. The best examples of confidentiality clause language:

• Require partners to impose similar confidentiality duties on subcontractors and vendors
• Address cross‑border data transfers if data leaves the U.S.
• Reference reasonable security standards, often by pointing to industry norms

Plan for the breakup
Partnerships end. The clause should say what happens then:

Upon termination or expiration of this Agreement, each Partner shall, at the Disclosing Partner’s option, return or destroy all copies of Confidential Information in its possession or control, except that one archival copy may be retained solely for legal and compliance purposes.

That simple sentence, which you’ll see in many real examples, can save a lot of arguments later.

FAQs about confidentiality clauses in partnership agreements

What are common examples of confidentiality clause language in partnership agreements?

Common examples include defining “Confidential Information” (customer lists, pricing, financials, business plans, technology), limiting use to partnership purposes, restricting disclosure to people who need to know, setting a survival period after termination, and requiring reasonable security measures. The examples of confidentiality clause examples in partnership agreements above give you ready‑made wording you can adapt.

Can you give an example of a simple confidentiality clause for a small partnership?

Yes. A simple example of a confidentiality clause would say that each partner agrees to keep all non‑public information about the partnership and its clients confidential, to use it only for running the partnership, not to share it with third parties without consent (other than advisers under similar duties), and to continue those obligations after the partnership ends for a set number of years.

Do I still need an NDA if my partnership agreement has a confidentiality clause?

Often you do not, as long as the partnership agreement has clear, well‑drafted confidentiality language. Many lawyers prefer to fold NDA terms into the main agreement to avoid conflicts. However, if you exchanged sensitive information before signing the partnership agreement, a separate NDA might still be appropriate to cover that earlier period.

How long should confidentiality last in a partnership agreement?

For most commercial relationships, 2–5 years after termination is common. For especially sensitive trade secrets, many of the best examples extend protection for as long as the information remains a trade secret. The right answer depends on your industry, how fast your information becomes outdated, and what your negotiating leverage looks like.

Are there legal limits on what can be labeled “confidential”?

You can’t use a confidentiality clause to override mandatory law. For example, you cannot prevent a partner from reporting suspected criminal activity to regulators or law enforcement. Many modern examples of confidentiality clause language explicitly allow disclosure when required by law, court order, or regulatory request, often with a notice requirement so the other partner can object or seek protective orders.

Should confidentiality clauses mention data privacy laws like HIPAA or GDPR?

If your partnership handles health information, financial data, or personal data from residents of strict jurisdictions, then yes, referencing applicable laws is wise. In the U.S., that might include HIPAA for health data or sector‑specific rules enforced by the FTC. For cross‑border work involving the EU or UK, you may need to consider GDPR‑style requirements and data transfer mechanisms. The examples in this article show how to integrate those ideas without turning the clause into a separate privacy policy.

Important: The examples of confidentiality clause examples in partnership agreements above are for educational purposes and are not legal advice. Laws differ by jurisdiction, and your specific facts matter. Always have a qualified attorney review any agreement before you sign.