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“[[Proprietary]]”, so our good friends on the world wide web tell us,<ref>{{Google2|define|proprietary}}</ref> means “of or relating to an [[owner]] or [[ownership]]”. | “[[Proprietary]]”, so our good friends on the world wide web tell us,<ref>{{Google2|define|proprietary}}</ref> means “of or relating to an [[owner]] or [[ownership]]”. | ||
Ownership implies a [[property]] right of some sort.<ref>{{ | Ownership implies a [[property]] right of some sort.<ref>{{Quoth [[Google]]: “The right to the possession, use, or disposal of something; ''[[ownership]]''.”</ref> 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]]: [[copyright]]ed material; [[patent]]s and [[trade mark]]s. But permissions to use, or transfer, ''proprietary rights'' in information are ''not'' a fit subject for a [[confidentiality agreement]]. For those you need a licence agreement. An [[NDA]] is about what you may ''not'' do with information to which you already have an implied licence. This is a contractual restriction: its breach sounds in damages, for loss caused to the discloser. The use, for profit, of information owned by someone else is not, of itself, a breach of contract but an infringement of proprietary rights for which the remedy is an account for profits. | ||
''You can’t | ''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]]''. | ||
Thus the scope of a [[confidentiality agreement]] is wider than an [[intellectual property]] [[licence]], but the measure of compensation is different. | Thus the scope of a [[confidentiality agreement]] is wider than an [[intellectual property]] [[licence]], but the measure of compensation is different. |