Proprietary information

NDA Anatomy™ JC’s guide to non-standard confidentiality agreements. For the OneNDA, see the OneNDA Anatomy →Go uptown Resources: Confidentiality agreement | Confi — Led Zeppelin style | GDPR | Copyright vs. confidence | OneNDA | Common terms | Certification | Confidential information | Confidentiality obligation | Derived information | Disclosed information | Discloser | Exclusivity | Indemnity | No licence | Non-solicitation | Permitted disclosees | Permitted disclosures | Procure compliance | Purpose | Receiver | Remedies | Reps and warranties | Return of information | Term of confidentiality | Index: Click ᐅ to expand: Confidentiality OneNDA Tell me more Sign up for our newsletter — or just get in touch: for ½ a weekly 🍺 you get to consult JC. Ask about it here.

For a rumination our habit to wilfully confuse a dull public utility with proprietary information see secret sauce.

Careful, trooper. It is fun to throw around big words, but be aware of what they mean.

“Proprietary”, so our good friends on the world wide web tell us, means “of or relating to an owner or ownership”.

Ownership implies a property right of some sort. When it comes to information, “ownership” is a slippery concept. Only certain kinds of information may be owned at all— those that qualify as intellectual property: copyrighted material; patents and trade marks.

You can’t own raw data, or facts, or simple lists of things. Client lists, trading data, a credit history, the economic data from your business — these things may be commercially sensitive, and they may be secret — but they are not proprietary information.

Much of the information you might want to protect in a confidentiality agreement is not intellectual property: Indeed, often that is exactly why you need a confi — the secret is not otherwise protected. If it is not intellectual property then it cannot be “proprietary information”

See also

• Confidential information