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™ Go premium Overview — Summary — See also — Wikitext NDA Showdown OneNDA Homemade NDA What is Confidential Information? Confidential information Exclusions from confidential information Who can I share it with? Affiliates Permitted receivers Disclosure to regulators What are my obligations? Confidentiality obligation Procure compliance Return of information How long do my obligations last? Term Other important information Boilerplate Remedies Don’t go there girlfriend topics Non-solicitation Exclusivity Indemnity Sample text Confidential information does not include information which: is public other than as a result of Receiver’s breach of a duty of confidence. Receiver held non-confidentially before the Discloser provided it to Receiver 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. Receiver independently developed without using the Confidential Information. Resources and Navigation Index: Click ᐅ to expand: NDA

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.