Confidentiality Clause

In one sentence

A contract provision requiring parties to keep certain information secret and not disclose it to outsiders.

Plain English

A confidentiality clause is a contractual promise that one or both parties will keep sensitive information private and not share it with third parties without permission. This protects trade secrets, business strategies, financial data, and other proprietary information. Confidentiality clauses typically specify what information is confidential, how long the obligation lasts, and what happens if someone breaks the promise. They're essential in business deals, employment, and any situation involving valuable secrets.

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Example

A software development contract includes a confidentiality clause requiring the developer to keep the client's source code and business plans secret for five years after the project ends.

Used in a sentence

“The employment contract's confidentiality clause prevented the employee from sharing the company's customer list with competitors.”

Related terms

Non-Disclosure Agreement (NDA)

A standalone contract in which one or both parties promise to keep shared information confidential.

Breach of Contract

Failure to do what a contract requires, without a valid legal excuse.

Good Faith and Fair Dealing

A legal duty to act honestly and fairly when making and performing contracts.

Consideration

Something of value exchanged by each party to make a contract binding.

Entire Agreement Clause

A contract provision stating that the written agreement is the complete and final deal between parties.

Material Breach

A significant failure to perform a contract obligation that defeats its core purpose.

Offer

A proposal to enter into a binding agreement on specific terms.

Acceptance

Agreeing to the exact terms of an offer, creating a binding contract.

This page is a plain-English reference and is not legal advice. Laws vary by jurisdiction and change over time. For specific situations consult a licensed attorney.