View source for Template:Confidential information

====What is ''in'' scope?====
Parties give each other all kinds of information. Not all of it is sensitive. Seeing as an NDA imposes onerous obligations, you should carefully define the “[[confidential information]]” that’s in scope. Consider the following:  

'''Personal information''': Personal information about individuals is tricky in this age of big data and fake news. There may be additional provisions concerning storage, processing and rights to access and correct that information. Especially now the [[EU]] [[General Data Protection Regulation]] ([[GDPR]])  is in force. Hoo boy. Data protection is an area of law of which JC has assiduously steered clear over his career and he is not about to change that now.

'''Client-identifying information''': some data is interesting and sensitive only as far as it can be associated with an person or entity. Trading data, for example. That a Vodafone trade was executed at close on the 1st of September at a price of 103 isn’t especially sensitive. It isn’t susceptible to [[copyright]].<ref>There’s no copyright in a price, you see.</ref> Not until you link it to the client who executed the order. ''Then'' it is sensitive. [[Market abuse]] and [[insider trading]] lie this way.

'''Proprietary IP and technology''': Trading data tends to be valuable insofar as it relates to a given client. Other types of information (especially intellectual property: patents, copyrights, designs, trade secrets, secret sauce and so on) is valuable ''irrespective'' of the identity of the client.

====What is ''out of'' scope?====
What information that otherwise would be in scope, is out of scope? Even within the definition of confidential information, you’ll need to make exceptions for  information the receiver already held, or receives or develops independently (and not in breach of a confidentiality undertaking)  or with reference to information specifically disclosed

{{confidentiality and regulatory disclosure}}

====Proprietary information====
If your definition starts with “information belonging to the discloser” or “[[proprietary information]]” then you have excluded most of the data you are seeking to protect. “Belonging to” implies “possession”, implies “property” implies “[[intellectual property]]”. Intellectual property subsists in creative works — [[copyright]], [[patent]] and [[trademark]]s —  but not in facts or raw data. To be yours, you have to have created it. Your trading data, your client lists, your employees — this is not information ''belonging to you''. It is information ''relating to'' you which ([[QED]]) the receiving party wants but does not have, which is why it is worthy of protection by {{tag|contract}} even though no [[intellectual property]] rights attach to it.