Definition of Confidential Information

This clause defines what counts as "secret" or "confidential" information that one party must keep private—for example, business plans, pricing, customer lists, or technical specifications. It matters because without a clear definition, disputes arise over what should have been kept secret; one party might think customer names are confidential while the other thinks they're public knowledge. English law recognizes a general duty of confidentiality, but a contract clause makes it explicit and enforceable. A specific example: the clause might say "Confidential Information includes all written and oral information marked 'confidential' or that a reasonable person would understand is confidential, but excludes information already public or independently developed."

Push for a narrow, specific definition of what's actually confidential to your business—don't accept vague language like "all business information"—and explicitly exclude information that's already public, information you develop independently, or information you receive from third parties. If you're receiving confidential information, make sure the definition doesn't include things you already know or things that become public through no fault of yours. Include a time limit on confidentiality obligations (e.g., "this obligation lasts 3 years after the contract ends") so you're not bound forever, and ensure there's a clear exception for information you're legally required to disclose (e.g., to tax authorities). ---