Confidentiality Clause
What it is
A confidentiality clause (sometimes called an NDA or non-disclosure clause) obligates you to keep specified information secret. The scope of what counts as confidential, how long the obligation lasts, and whether standard carve-outs exist are what separate a reasonable clause from one that restricts your ability to work.
Why it matters to you
An overly broad confidentiality clause can prevent you from discussing your own skills, referencing the type of work you did, or building on what you learned during the engagement. A confidentiality clause without carve-outs for publicly available information or your own independent knowledge is one that you can violate accidentally. The clause should protect genuine secrets — not prevent you from being a functional professional.
The aggressive version
This confidentiality language is written to capture as much as possible, including information you were not specifically told was confidential.
Contractor shall maintain in strict confidence all Confidential Information disclosed by Client or learned by Contractor during the engagement, and shall not disclose such information to any third party without Client's prior written consent. "Confidential Information" means any and all information, in any form, whether or not marked confidential, that Contractor learns, accesses, or observes in connection with this engagement. Contractor's confidentiality obligations shall survive termination of this Agreement indefinitely.
What each part does to you
“whether or not marked confidential”
Any information you encounter — even casual conversation, public announcements, or things available online — may be covered.
“learns, accesses, or observes”
Watching someone use software, overhearing a meeting, or seeing a document accidentally can all create obligations.
“shall survive termination of this Agreement indefinitely”
This obligation has no end date. Years from now, anything you learned could still be covered.
The market standard version
A reasonable confidentiality clause covers genuine business secrets with appropriate carve-outs for information that was never really secret.
Contractor shall hold in confidence all information designated as confidential by Client in writing at the time of disclosure. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of Contractor; (b) Contractor already knew before disclosure; (c) is independently developed by Contractor without reference to Client's information; or (d) is required to be disclosed by law, subpoena, or court order, with reasonable advance notice to Client. Confidentiality obligations for business information survive for three (3) years following termination.
Your counter-language
This version protects real confidential information while carving out the four standard exceptions and a reasonable time limit.
Contractor shall keep confidential any information Client specifically identifies as confidential in writing at the time of disclosure. This obligation does not apply to: information that is or becomes publicly available without Contractor's fault; information Contractor knew before disclosure; information Contractor independently developed; or information required to be disclosed by legal process. Contractor may disclose general professional skills, experience, and the category of work performed for portfolio and business development purposes. Confidentiality obligations survive for three (3) years following termination.
What to ask for
“Can we limit the definition of Confidential Information to what you specifically identify in writing at the time of disclosure?”
“Can we add the four standard carve-outs — publicly available, previously known, independently developed, and legally required to disclose?”
“Can we allow me to reference the general nature of the work in my portfolio, without disclosing any specific confidential information?”
Related clauses and guides
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IP Assignment Clause
An IP assignment clause transfers ownership of work product from the creator to the client.
Related clause
Non-Solicitation Clause
A non-solicitation clause restricts you from reaching out to the other party's clients, employees, or contractors after the relationship ends.
Learn guide
How to Review an NDA Before You Sign
A plain-English checklist for reviewing NDAs before you sign. Confidentiality scope, term length, hidden non-competes, and what to negotiate.
Learn guide
Non-Compete Agreement: What It Is, What's Enforceable, and How to Negotiate
A plain-English guide to non-compete agreements — what they are, how long they last, when they're enforceable, and how to negotiate the non-compete clause before you sign.
ClauseCheck is not a law firm and does not provide legal advice. The clause examples and counter-language on this page are illustrative only and are not a substitute for advice from a qualified attorney. Contract terms vary by context; consult a lawyer before making decisions on any specific agreement.
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