Mutual confidentiality with carve-outs clauses, explained
The obligation to keep the other side's non-public information secret. Standard and usually fine; the issues are whether it runs both ways and whether it has the normal exceptions.
Market standard
Mutual obligation, 2-5 year term (or perpetual for trade secrets), with the standard carve-outs: information that is public through no fault of the recipient, already known, independently developed, or rightfully received from a third party. A carve-out for compelled legal disclosure.
Red flags
- One-way: only the freelancer is bound
- No standard carve-outs
- Definition covers 'all information disclosed' with no marking or context requirement
- Perpetual obligation on all information, not just trade secrets
- 'Residuals' clause that lets the client freely use your unmarked ideas
Suggested wording
The confidentiality obligations are mutual. 'Confidential Information' excludes information that (a) is or becomes public without breach, (b) was known to the recipient without a duty of confidentiality, (c) is independently developed, or (d) is rightfully obtained from a third party. A party may disclose as required by law after giving reasonable notice. Obligations last 3 years from disclosure, except trade secrets, which are protected for as long as they remain trade secrets.
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Review my contractIs this normal in…
- Mutual confidentiality with carve-outs in a design services agreement?
- Mutual confidentiality with carve-outs in a software / web development agreement?
- Mutual confidentiality with carve-outs in a marketing services agreement?
- Mutual confidentiality with carve-outs in a copywriting & content agreement?
- Mutual confidentiality with carve-outs in a video production agreement?
- Mutual confidentiality with carve-outs in a consulting agreement?
- Mutual confidentiality with carve-outs in a master services agreement (msa)?
- Mutual confidentiality with carve-outs in a mutual non-disclosure agreement (nda)?
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