The boilerplate below (Confidential Information) is a typical short form confidentiality clause for use in general commercial contracts. It is based on English law. The attraction of its brevity shall not be allowed to hide the obvious lack of a comprehensive definition of confidential information. At the same time your contract may require a more detailed set of exceptions. In such case a longer form will be required. (see Confidentiality: the long but not the short of it later in Bugg’s Boilerplates). Indeed for specific types of contracts where non-disclosure is essential (e.g. IP or M&A) obviously far more comprehensive agreements will be required. But remember always that such clauses or agreements are no replacement for a pro-active non-disclosure policy and set of procedures.

1. Confidential Information

1.1 Each Party undertakes that it shall not [at any time /at any time during the term of this Agreement, and for a period of [three] years after termination of this Agreement,] disclose to any person any information obtained from the other Party [or of any member of the group of companies to which the other Party belongs] any information concerning the business, activities, plans, affairs, customers, clients or suppliers of the other Party [or of any member of the group of companies to which the other Party belongs](Confidential Information), except as expressly permitted by clause 1.2.

1.2 Either Party may disclose the other Party’s Confidential Information 

a) to its employees, officers, representatives, agents or advisers where such need to know such information for the purposes of carrying out the respective Party’s obligations under this Agreement provided that each Party shall arrange that its employees, officers, representatives, agents or advisers to whom it discloses the other Party’s Confidential Information comply with this clause 1 or,

b) as may be required by applicable mandatory law, a court of competent jurisdiction or any governmental or regulatory authority, provided that the Party whose Confidential Information is to be disclosed shall be notified of such by the disclosing Party as soon as possible to allow the opportunity for such disclosure to be appealed against, prevented or delayed as the case may allow.

1.3 No Party shall use any other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.