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Define Confidential Information for your contract
Describe what will be shared and which side you are on. River drafts the definition, its exclusions and a fallback version, with short notes.
River drafts the definition of Confidential Information for an NDA or any contract with a confidentiality clause. Describe what each side will share and how, or paste the current definition, and River writes a definition fitted to the deal: what is covered, how information shared in meetings or on site is treated, and the standard exclusions. You get the definition, a fallback version, and short notes on each choice.
The definition is where most confidentiality disputes are won or lost. A discloser wants it broad and unmarked; a recipient wants it limited to what is labelled confidential. River drafts for your side and flags the terms worth resisting, such as a residuals clause that lets the recipient use whatever its staff remember.
For a complete NDA, start from one of River's library agreements: a mutual NDA, a one-way NDA, or Common Paper's mutual NDA. Use this page when you need the definition itself tailored or fixed.
What a good definition covers
Coverage comes first. Most definitions cover non-public information disclosed by one party to the other in any form, often with examples suited to the deal: specifications, source code, pricing, customer lists, forecasts. The main choice is between requiring a confidential marking and covering anything a reasonable person would understand to be confidential. Marking is easier to administer; the reasonable-person standard protects information shared in conversation or on a tour.
The exclusions are standard and worth getting right: information that is or becomes public through no fault of the recipient, that the recipient already knew, that it develops independently without using the disclosed information, or that it receives from someone free to share it. Compelled disclosure, such as under a subpoena, is usually handled as a permitted disclosure with notice rather than as an exclusion.
Duration and trade secrets interact. Many NDAs protect information for two to five years, but trade secrets keep their protection only while they stay secret, so a discloser should keep obligations for trade secrets running for as long as they remain trade secrets. Where the recipient is an individual employee or contractor, federal law also expects a whistleblower immunity notice in the agreement.
How it works
Describe the sharing
Paste the current clause or describe what will be shared, how, and by whom.
River drafts it
The definition, exclusions and related terms are fitted to the deal and your side.
Review the notes
Each choice has a short note and a fallback you could accept.
Build the full NDA
Ask River to drop the definition into one of its library NDAs.
What you get
- A definition of Confidential Information fitted to what will actually be shared
- A clear choice between marking and a reasonable-person standard, with oral disclosures handled
- The standard exclusions, worded so they do not swallow the definition
- Notes on residuals clauses, duration and trade secrets for your side
- A fallback version and short notes on each drafting choice
Common questions
Should confidential information have to be marked?
It depends on your side. A discloser prefers a reasonable-person standard so that information shared in meetings or demos is covered. A recipient prefers marking, with oral disclosures confirmed in writing within a set period, so it knows what it must protect. A common compromise covers marked information plus anything a reasonable person would understand to be confidential.
Broad or narrow?
Broad enough to cover what will really be shared and narrow enough to be workable. A definition covering all information of any kind invites argument about whether it means anything. Listing the categories that matter in this deal makes the definition stronger, not weaker.
What is a residuals clause, and should I accept one?
A residuals clause lets the recipient use information its people retain in unaided memory. Large technology companies often ask for one. For a discloser it can undo much of the NDA, so resist it or limit it to general skills and know-how, excluding trade secrets and specific data.
How long should confidentiality last?
Two to five years is common for general business information. Trade secrets should stay protected for as long as they remain trade secrets, so many agreements carve them out of the time limit. Also decide what happens to materials at the end: return, destruction, or retention in backups under continuing confidentiality.
Is there anything a definition must include?
If the recipient is an individual employee, contractor or consultant, federal trade secret law expects a notice of whistleblower immunity in the agreement, or the company loses certain remedies against that person. River adds it when the facts call for it.
Define Confidential Information for your contract
Describe what you need, add any files you have, and your workspace opens with the work already underway.