Exclusions from confidential information - NDA Provision

NDA Anatomy™
JC’s guide to non-standard confidentiality agreements.
For the OneNDA, see the OneNDA Anatomy

A Jolly Contrarian owner’s manual™

Sample text

Confidential information does not include information which:
  1. is public other than as a result of Receiver’s breach of a duty of confidence.
  2. Receiver held non-confidentially before the Discloser provided it to Receiver
  3. Receiver subsequently acquired non-confidentially from a third party source who, to the best of Receiver’s knowledge, is not bound by a duty of confidence.
  4. Receiver independently developed without using the Confidential Information.

Resources and Navigation

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Overview

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Summary

The usual run of things is to state what confidential information is — anything whatsoever that I give you — and then set out the laundry list of things I give you which don’t, after all, count as being confidential. These are state-the-bleeding obvious things like “information that is public,” “information I already knew,” “information I found out from someone else,” and information that I also developed myself, without copying your information.

Note: it does not include “information I have become obliged to disclose to a regulator”, which is a common term in a substandard NDA. That is, rather, a Receiver's limited entitlement to share information that otherwise remains confidential.

See also

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References