There are different schools of thought about this, but if your obligation of confidentiality and confidentiality were to take place at different times, a permanent clause may be the best way to distinguish them. Instead, you can consider creating two separate agreements. A confidentiality agreement for your trade secrets and another non-compete agreement. Even if your competition agreement is cancelled, the confidentiality protection of your trade secrets will not be automatically invalidated. Here`s a question David didn`t ask: What`s the best way to indicate the duration of a confidentiality agreement? Other jurisdictions also set limits on the period of implementation of confidentiality obligations. For example, the High Court of Australia has ruled that confidentiality agreements with unlimited obligations of trust are not applicable without the clear that the obligations of trust no longer apply to information made public. „Term” seems to be the preferred word of choice when discussing the duration of the relationship, while „duration” is preferred as the time frame for safeguarding confidentiality. So why don`t all confidentiality agreements have fixed deadlines? While this may not be the clearest answer, the most important conclusion here is that the „duration” of an NDA and the „duration” of the duty of confidentiality are two separate issues that should be clearly addressed and clarified in your agreement. One possibility would be to consult certain documents or information and list them as a trade secret for an indefinite period in the confidentiality agreement. Obligations relating to all other disclosed information could then be linked over time. The list of information protected for an indefinite period may be supplemented by an agreement or notification, depending on the circumstances of the transaction. If a clause is not included in an NDA, the parties may imply that the NDA will be in effect indefinitely.
An NDA without a clause without a clause is more common in an agreement in which a current relationship takes place. Assuming that the NDA contains a termination clause, all obligations arising from the contract terminate as soon as a party terminates the contract, on the date of termination, unless the NDA contains a survival clause. However, the circumstances may vary depending on whether the information is considered a trade secret, with the Ontario Court of Appeal ruling that the disclosure of a company`s trade secrets may be considered a trade restriction. Note that after the date of termination, the receiving party is no longer required to keep confidential information received after the date of termination. This applies regardless of whether the confidentiality clause remains valid for confidential information received before the date of termination. One of the risks of accepting a fixed-term confidentiality agreement is that the depositor implicitly agrees that his confidential information will be free to the other party at the end of that fixed term. In most cases, this is not explicitly stipulated in the agreement itself. But we think that will probably be the consequence. .