One solution to this problem is to have a shared confidentiality obligation when the obligations related to trade secrets apply for an indeterminate period, but the obligations relating to all other confidential information apply only for a limited period of time. This should be generally applicable and an appropriate effort to preserve the protection of trade secrets. If you choose to include a non-compete clause, be very careful when you include an indeterminate period for your contract. There is a difference between a time limit on the agreement itself and a time limit for the publication date. If a time limitation applies to the agreement itself, it means that the watch begins to rotate from the date of the agreement, not from the time the disclosure takes place. There are legal and commercial justifications for including delays in confidentiality agreements. As mentioned above, it is important that you consider the jurisdiction of your confidentiality agreement, as the courts may make different interpretations of the terms of the agreement. Another point is the date when the confidentiality period should begin. The industry is in favour of the previous approach, but I can imagine two reasons for determining the duration of the agreement. NOA agreements do not work in China, but NNN agreements do to indicate the duration of a commitment, you have two options. You could incorporate it into the commitment: Acme will keep the information confidential for three years.
Alternatively, you can omit any indication of the duration of the commitment and instead indicate the duration (or “duration”) of the entire contract. This puts the parties in a certain dilemma, in which a permanent obligation of secrecy may not be applicable and is not accepted by large corporations, but the disclosure of trade secrets as part of a time-limited confidentiality obligation threatens the loss of the protection of trade secrets or the loss of the protection of disclosed confidential information. Here`s a question David didn`t ask: what`s the best way to tell the length of a confidentiality agreement? Another factor that you should be aware of is the risk of including other types of clauses that the courts may consider restrictive in your confidentiality agreement. Second, confidentiality obligations are often part of a broader agreement with a “term” provision; The duration of the duty of confidentiality should be abolished. This sometimes requires a hybrid agreement, the obligation of secrecy is also related to the duration: for the duration of the agreement and three years after, Acme keeps the information confidential. Other jurisdictions also impose limits on the timing of the application of confidentiality obligations. Thus, the Australian High Court has decided that confidentiality agreements with unlimited trust obligations are not applicable without it being clear that the trust obligations no longer apply to information that is made public. Instead, you can create two separate chords. A confidentiality agreement for your trade secrets and another non-compete agreement. In this way, even if your foreign agreement is cancelled, the confidentiality of your business secrets will not automatically be cancelled.
Since trade secrets can last indefinitely, never set time limits on the shelf life of secrecy. If you only want to disclose trade secrets, it would be reasonable to include a clause requiring permanent confidentiality. But that`s another thing when a contract tries to collect information, such as confidential information that is disclosed to an employee during the job, which is broader than trade secrets.