This clause stops you from telling other people what your advisors (lawyers, accountants, consultants) told you during the deal. It matters because the other party wants to keep their business secrets hidden—if you mention their advisor's advice to competitors, it could harm them. In UK and US law, there's a principle called "attorney-client privilege" that already protects conversations with lawyers, but this clause extends that protection to all advisors. The key legal principle is that confidentiality agreements create enforceable duties, meaning you could be sued if you break them.
Push back on this clause unless you're signing an NDA (non-disclosure agreement) anyway. If it's in a main contract, ask to limit it to "advisors directly involved in this transaction" and add an exception for information you need to disclose to your own accountant or lawyer. Make sure the clause expires after a reasonable time (2-3 years), not forever. ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause stops you from telling other people what your advisors (lawyers, accountants, consultants) told you during the deal.
Why should I care about this clause?
It matters because the other party wants to keep their business secrets hidden—if you mention their advisor's advice to competitors, it could harm them.
What are my options?
In UK and US law, there's a principle called "attorney-client privilege" that already protects conversations with lawyers, but this clause extends that protection to all advisors.
How does this affect small businesses?
The key legal principle is that confidentiality agreements create enforceable duties, meaning you could be sued if you break them.