The terms of your agreement should be realistic about the duration of the project or cooperation. When it comes to information that is not a trade secret, you need to be extremely careful if you want the obligation of confidentiality to extend indefinitely. There are different schools of thought about this, but if your obligation of confidentiality and confidentiality were to take place at different times, a permanent clause may be the best way to distinguish them. An example of ShakeLaw`s “term” clause is that the owner of a trade secret could choose to contractually strengthen the common law protection of trade secrets, which has advantages. See Milgrim on trade secrets § 4.02. Could the duration of a contractual obligation not to disclose trade secrets be subject to an “adequacy standard”? Here`s what Milgrim has to say: there are usually 2 types of deadlines for these agreements: for an indefinite period or with a specified time limit. Compare this to this clause of a microsoft agreement, where the 5-year confidentiality period does not begin with the date of the agreement, but with the date on which the disclosure is effective: in this case, you want to indicate that the duration of the relationship is different from the duration of confidentiality. “term” can mean either the duration of the relationship or the duration of confidentiality, which are not necessarily the same. But do not neglect the duration of your trade secrets in your secrecy, relying exclusively on customary law to protect you. Instead, you can consider creating two separate agreements.
A confidentiality agreement for your trade secrets and another non-compete agreement. Even if your competition agreement is cancelled, the confidentiality protection of your trade secrets will not be automatically invalidated. And while any confidentiality agreement is as unique as the parties and the agreement involved, the 1 to 10 year term is standard, with the confidentiality term being indefinitely for trade secrets and as long as possible (or if necessary) for other forms of intellectual property. To indicate the duration of a commitment, you have two options. You could incorporate it into the commitment: Acme will keep the information confidential for three years. Otherwise, you can omit any mention of the duration of the commitment and instead indicate the duration (or “duration”) of the entire agreement. There is a difference between a time limit for the agreement itself and a time limit for the publication date. If a time limit applies to the agreement itself, it means that the clock starts ticking from the date of the agreement, not from the moment of disclosure.
Other jurisdictions also set limits on the period of implementation of confidentiality obligations. For example, the High Court of Australia has ruled that confidentiality agreements with unlimited obligations of trust are not applicable without the clear that the obligations of trust no longer apply to information made public. What can get confusing and where you need to carefully design your language is that the term and duration can mean the same thing and are sometimes used interchangeably. Many customers, particularly in the United States, ask us for confidentiality agreements that provide for a time limit on confidentiality obligations (usually between three and five years). Time limits are especially common in the tech sector, where technology tends to move and grow faster. While this may not be the clearest answer, the most important conclusion here is that the “duration” of an NDA and the “duration” of secrecy are two separate issues that should be clearly addressed and clarified in your agreement. . . .