Template:Return of information

The disclosing party will, of course, want to be able to conclusively get the confidential information back out of your sticky mitts at the end of the project. Hence the Return of information provision.

Return, or put beyond practical use?

In this modern era of distributed network computing, the usual entreaties to “return all copies of information” are faintly absurd: as if they’ve been kept in a manila folder in a filing cabinet somewhere, only inspected by chaperoned employees wearing white cotton gloves. Of course, everything will have been transmitted electronically, will exist in clouds, on blockchains and on servers all around the world, and the very action of attempting to “return” it will oblige it to be copied onto other servers etc. etc. Some of these copies will be stored for years under legally mandated document retention policies, but other entities will just be anal — or useless — about hoarding information.

So the real ask ought to be “to put beyond practical use” and have an exception for regulatory retention.

Derived information

There’s also a conceptual issue with information the receiving party has derived from the confidential information: the fecund fruits of its own creative energies and analytical power.

This is in no sense proprietary to the disclosing party, and may indeed by as commercially sensitive to the receiving party as the material the disclosing party gave, and on which it was based, it in the first place. Think Paul’s middle eight about having a shave and catching the bus in A Day in the Life. We are in danger of getting into the jurisprudential wisdom of treating intellectual endeavour as if it were tangible property - but let’s not go there just not

In any case derived information should not have to be offered up to the discloser. Query whether it should have to even be destroyed or put beyond practical use. I mean. can you imagine a world without a McCartney middle eight, just because Lennon had the hump?