This paper considers confidential information and the use of non-disclosure agreements. It provides an overview of confidential information and confidentiality agreements, and then discusses the elements of a non-disclosure agreement, including the purpose, terms, exceptions, liability, and mutual obligations. The return and destruction of confidential information is also discussed, as well as the survival of confidentiality obligations. Additionally, exceptions to the definition of confidential information are provided. A summary of non-disclosure agreement drafting tips is also included with the paper.
This paper is part of a collection presented at LESA’s Contract Review and Clause Negotiation seminar held in Edmonton on February 15, 2017 and in Calgary on February 23, 2017.