Understanding Confidentiality Clauses in Partnership Agreements

In any partnership, protecting sensitive information is crucial for maintaining trust and ensuring the business’s integrity. A confidentiality clause, often included in partnership agreements, outlines the obligations of each partner regarding the use and disclosure of confidential information. Below are three diverse examples of confidentiality clauses that can be utilized in partnership agreements.

Example 1: Standard Confidentiality Clause

Context

This example is suitable for partnerships where both parties share proprietary information regularly, such as in a technology startup.

Partners agree that all confidential information shared during the partnership will be kept confidential and not disclosed to third parties without written consent. This includes any business plans, financial data, or trade secrets.

Confidentiality Clause:
The Partners agree that during the term of this Agreement and thereafter, they shall not disclose any confidential information to any third party without the prior written consent of the other Partner. Confidential information shall include, but not be limited to, any financial, technical, or business information disclosed by either Partner. The obligations set forth in this clause shall survive the termination of this Agreement.

Notes

• This clause can be expanded to include specific examples of what constitutes confidential information.
• The duration of confidentiality obligations can also be defined more precisely, depending on the nature of the information shared.

Example 2: Mutual Confidentiality Clause

Context

In a partnership where both parties contribute unique proprietary information, a mutual confidentiality clause ensures that both partners are equally protected.

This clause is particularly important in joint ventures or collaborations where sensitive data will flow in both directions.

Confidentiality Clause:
The Partners agree to keep confidential all proprietary information received from each other during the term of this Agreement. Each Partner shall take reasonable measures to protect such confidential information and shall not disclose it to any third party without the prior written consent of the other Partner. This obligation shall remain in effect for a period of five (5) years following the termination of this Agreement. Confidential information shall include any information that is marked as confidential or that a reasonable person would understand to be confidential given the context of the disclosure.

Notes

• This version emphasizes mutual protection, which can enhance trust between partners.
• The time frame for confidentiality can be adjusted based on the nature of the business and the information involved.

Example 3: Limited Confidentiality Clause with Exceptions

Context

This example is ideal for partnerships that may involve regulatory scrutiny or public disclosures, where certain information must be disclosed under specific circumstances, such as legal requirements.

This clause includes exceptions for disclosures required by law or regulation.

Confidentiality Clause:
The Partners shall keep all confidential information received from each other in strict confidence and shall not disclose such information to any third party without the prior written consent of the disclosing Partner. However, this obligation shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) is required to be disclosed by law, regulation, or court order; or (c) was known to the receiving Partner prior to disclosure by the disclosing Partner. This confidentiality obligation shall survive for three (3) years after the termination of this Agreement.

Notes

• This clause allows flexibility for necessary disclosures and can help partners comply with legal obligations without breaching the agreement.
• Partners should ensure they understand the legal requirements that may impact the confidentiality clauses and seek legal advice if needed.