Protect sensitive information and maintain professional trust with this clear confidentiality clause. It defines what counts as confidential information, outlines how it should be handled, and explains when limited disclosure is permitted by law. The clause also covers data return, secure destruction, and how long confidentiality duties continue after a contract ends—helping businesses and freelancers safeguard intellectual property, client data, and creative work.
Assume:
Anything in square brackets is a variable
Anything in ALL CAPS needs to be replaced
“Confidential Information” means all information (whether written, oral, electronic or in any other form) relating to [Contracting Party]’s [business/operations/finances/technology/trade secrets/intellectual property/customer data/employees/contractors/suppliers] that is disclosed directly or indirectly to you in connection with this Agreement.
Explanation: This defines what “Confidential Information” means. It usually covers anything sensitive about the business (finances, client details, technology, scripts, designs, customer data, etc.). Non-lawyers: think of it as “any information you wouldn’t expect to be shared publicly.” Defining it clearly is important so everyone knows what is and isn’tprotected.
You shall keep the Confidential Information strictly confidential and shall not disclose it to any [third party] or use it for any purpose other than performing your obligations without our prior written consent.
Explanation: This clause requires the worker not to share or misuse confidential information. They can only use it for the purposes of their work under the agreement. Non-lawyers: this means you can’t share scripts, budgets, or private company info with others, even after leaving the project, unless you’re given written permission.
If you are required by [law/court/regulator] to disclose any Confidential Information, you may do so provided (unless prevented by law) you give [prompt written notice] to [Contracting Party].
Explanation: There are some exceptions. If a court, regulator, or the law requires disclosure (e.g. reporting a crime or giving evidence in court), the worker can share information, but they must give the company advance notice if possible. Non-lawyers: this protects both sides, you’re allowed to follow the law, but the company isn’t blindsided by disclosure.
Upon [termination] or upon our request, [Contracting Party] shall promptly [return] or [securely destroy] all documents and materials containing Confidential Information, save that one copy may be retained solely for [legal/audit/regulatory purposes].
Explanation: When the relationship ends, confidential documents and materials should be returned or securely destroyed. Workers may keep one copy if needed for legal or regulatory purposes. Non-lawyers: this prevents sensitive info being kept on personal devices or files after the project ends.
The obligations shall continue [after termination] or for [five (5)] years from [termination].
Explanation: Confidentiality obligations don’t stop when the contract ends. They usually last for a fixed period (here, 5 years). Non-lawyers: this means you can’t reveal confidential information even after leaving the company or project, unless the time limit expires or the information enters the public domain.