This clause lets you use information you already knew before the contract started, even if it's marked confidential. Without this exception, you could be sued for using your own pre-existing knowledge. For example, if you're a software developer and you already knew how to write encryption code before signing an NDA, this clause protects you from liability if your new code resembles that knowledge. This matters because confidentiality laws (like the Uniform Trade Secrets Act in the US) already recognize that you can't be bound by secrets you possessed beforehand, but having it written down prevents disputes.
Push to include this clause if it's missing—it's standard and reasonable. If the other party resists, ask them to define "prior knowledge" narrowly (perhaps requiring you to document what you knew in writing before signing). Avoid agreeing to language that shifts the burden to you to prove what you knew; instead, insist the other party must prove you learned something new from them. ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause lets you use information you already knew before the contract started, even if it's marked confidential.
Why should I care about this clause?
Without this exception, you could be sued for using your own pre-existing knowledge.
What are my options?
For example, if you're a software developer and you already knew how to write encryption code before signing an NDA, this clause protects you from liability if your new code resembles that knowledge.
How does this affect small businesses?
This matters because confidentiality laws (like the Uniform Trade Secrets Act in the US) already recognize that you can't be bound by secrets you possessed beforehand, but having it written down prevents disputes.