It obligates you to protect the other party’s designated information — inside a broader contract rather than a standalone NDA. Check what counts as confidential, the standard exclusions, and how long the duty lasts.
Most business contracts embed a confidentiality section doing the work of an NDA within the larger deal. The anatomy to check: the definition of confidential information (marked-only? everything disclosed? — broader definitions mean heavier obligations), the standard exclusions that should always appear (information already public, already known to you, independently developed, or received lawfully from others), permitted disclosures (to employees, advisors, or as legally compelled — ideally with notice), and duration (a term of years for ordinary information; longer or indefinite only for true trade secrets). Missing exclusions are the red flag — without them, you can be liable for "disclosing" things the whole world already knows.
Public information, information you already knew, independently developed information, and information lawfully received from third parties — their absence makes the clause overreach.
Commonly 2–5 years for ordinary business information; true trade secrets can justify indefinite protection. Indefinite terms for everything is a red flag.
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