Confidential Information Definition in an NDA (Plain English + Examples)
The definition of “Confidential Information” determines how risky an NDA is. Here is how to spot overly broad definitions and fix them.
In most NDAs, the single most important paragraph is the definition of "Confidential Information."
If the definition is too broad, the NDA becomes risky even if every other section looks reasonable.
What a Fair Definition Looks Like
Fair definitions are specific and practical, such as:
*"Confidential Information means non-public business, technical, or financial information disclosed in writing and marked confidential."*
What an Overly Broad Definition Looks Like
Broad definitions often include phrases like: - "including but not limited to" - "all information relating to the business" - "in any form, whether written, oral, visual"
These phrases can turn ordinary conversation into "confidential."
What to Narrow (Simple Fixes)
- Require information to be marked confidential (or confirmed in writing).
- Exclude information you already know.
- Exclude information you develop independently.
- Exclude public information.
The "Oral Disclosure" Problem
Sometimes NDAs treat oral information as confidential automatically.
A practical compromise:
*"Oral disclosures are confidential only if confirmed in writing within 30 days."*
Quick Answers (AEO)
What does "confidential information" mean in an NDA?
It is the information you agree not to disclose or misuse. The definition sets the scope of your obligation.
Should confidential information be marked?
Yes, where possible. Marking makes compliance realistic.
If you want to see whether a definition is tight or dangerously broad, paste it into Clauze and Clauze reads the real scope.
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