Generate Confidential Information definitions
AI writes comprehensive definitions of Confidential Information for NDAs and contracts. Get tight, enforceable provisions.
Generate Confidential Information definitions
River's Confidential Information Definition Generator creates comprehensive provisions defining what information receives confidentiality protection. Strong NDAs and contracts require precise definitions of Confidential Information specifying what's protected, how it must be marked, what's excluded, and how long protection lasts. You specify the types of information to protect, marking requirements, and scope. The AI generates professional definitions with appropriate exceptions. Perfect for NDA drafters and contract attorneys protecting proprietary information.
Unlike vague confidentiality language, well-drafted definitions provide certainty about what's protected and what's not. The AI generates provisions covering written, oral, and observed information while including standard exclusions (publicly known, independently developed, rightfully received from third parties, already known). You get balanced definitions that protect your information without overreaching so much they're unenforceable or commercially unreasonable.
This tool is perfect for attorneys drafting NDAs, in-house counsel protecting trade secrets, business development teams sharing information with partners, and anyone disclosing sensitive information. Use in mutual NDAs, one-way NDAs, employment agreements, services contracts, and licensing deals. Great for creating consistent confidentiality definitions across agreement templates. The AI generates foundation definitions attorneys customize for specific situations.
What Makes Confidentiality Definitions Effective
Effective confidentiality definitions balance breadth with enforceability. Overly broad definitions that claim everything shared is confidential are hard to enforce because they include information that's clearly not secret. Narrow definitions that require three levels of marking and written confirmation miss information disclosed in meetings or demonstrations. Good definitions protect truly confidential information (trade secrets, proprietary data, business plans) while excluding information that shouldn't be protected (publicly known facts, recipient's own prior knowledge). Courts enforce reasonable confidentiality obligations more readily than overreaching ones.
Address oral and observed information carefully. Information shared in meetings, conversations, or facility tours is often highly sensitive, but how do you prove what was disclosed orally? Some definitions require that oral disclosures be confirmed in writing within a specified period (e.g., 30 days) to be protected. This creates records but might exclude important oral information if the disclosing party forgets to confirm. Other definitions protect oral information if identified as confidential when disclosed. This is broader but creates disputes about whether information was identified as confidential. Balance protection with practical administration.
Standard exceptions prevent confidentiality obligations from covering information that shouldn't be protected. Nearly all confidentiality definitions exclude: (1) information that's publicly known through no fault of the recipient, (2) information the recipient already knew before disclosure, (3) information the recipient independently developed without using confidential information, and (4) information the recipient rightfully received from third parties without confidentiality obligations. These exclusions are fair and courts expect them. Include them to make your confidentiality provisions enforceable and to avoid preventing recipients from using their own prior knowledge or publicly available information.
What You Get
Comprehensive Confidential Information definition
Coverage of written, oral, and observed information
Standard exclusions and limitations
Marking and identification requirements
Enforceable, balanced language
How It Works
- 1Specify information typesEnter what information to protect and marking requirements
- 2AI generates definitionOur AI creates comprehensive definition provision in seconds
- 3Insert into NDAAdd definition to your NDA or contract's definitions section
Frequently Asked Questions
Should I require confidential information to be marked?
It depends on the situation. Marking requirements create clarity (information marked 'Confidential' is protected, unmarked information isn't) and reduce disputes. However, strict marking requirements can exclude important information disclosed in meetings, demonstrations, or conversations. A common compromise: written information must be marked confidential, but oral information is protected if identified as confidential when disclosed and confirmed in writing within 30 days. This balances clarity with practical protection. For highly sensitive disclosures, err toward broader protection without strict marking.
Should my definition be broad or narrow?
Tailor breadth to the situation. If you're disclosing highly sensitive trade secrets to a potential acquirer, use broad definitions protecting all disclosed information regardless of marking. If you're entering a mutual NDA for routine business discussions, use narrower definitions requiring identification or marking. Overly broad definitions claiming 'all information disclosed' is confidential are hard to enforce and commercially unreasonable. However, overly narrow definitions that miss important information fail to protect you. Most commercial NDAs use moderately broad definitions with standard exceptions.
How do I handle information shared in meetings?
Three common approaches: (1) Require written confirmation within X days that oral information is confidential (creates records but administrative burden). (2) Protect oral information if identified as confidential when disclosed (broader but creates disputes about what was identified). (3) Protect all information disclosed in meetings designated as confidential (broadest, requires designating confidential meetings). Consider your needs and administrative capacity. For very sensitive meetings, designate them as confidential in advance. For routine discussions, require marking or written confirmation.
What are the standard exceptions to confidentiality?
Nearly all NDAs exclude: (1) publicly known information, (2) information the recipient already knew before disclosure, (3) information the recipient independently developed, and (4) information received from third parties without confidentiality obligations. These exceptions are fair and expected. They prevent confidentiality from covering information that shouldn't be protected and ensure recipients can use their own prior knowledge and publicly available information. Courts expect these exceptions and their absence might make confidentiality provisions unenforceable or subject to narrowing interpretations. Include them.
How long should confidentiality obligations last?
It depends on the information type. Trade secrets should be protected as long as they remain secret (perpetual). Other confidential information typically warrants 3-5 years of protection. Very time-sensitive information (launch plans, quarterly results) might need only 1-2 years. Some information becomes obsolete quickly. Negotiate term based on the information's value and expected useful life. For mutual NDAs in commercial transactions, 3-5 years is standard. For very sensitive trade secrets, consider longer terms or perpetual protection for information that qualifies as trade secrets under law.
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