Contract Clause Library
Confidentiality clause
Restricts how each party can use or share the other's non-public information during and after the engagement.
This clause protects information exchanged in the course of the work — pricing, business strategy, unreleased products, technical details — from being shared outside the relationship or used for some other purpose. It's mutual in most agency contracts: the agency sees the client's confidential business information, and the client may see the agency's methods or pricing.
Sample wording
Sample language (illustrative, not legal advice)
Each party will hold the other's Confidential Information in confidence and use it solely to perform its obligations under this Agreement, using at least the same degree of care it uses to protect its own confidential information, for a period of 3 years following disclosure.
Red flags
- One-sided confidentiality that only restricts the agency, not the client
- No time limit at all (perpetual confidentiality can be impractical to actually honor)
- A definition of "Confidential Information" broad enough to cover the agency's own general skills and know-how, restricting it from working with future clients
How MarginFlow reads it
MarginFlow's extraction pipeline flags confidentiality clauses mainly for the audit-rights and data-protection alerts that reference them — the confidentiality term often sets the baseline standard those other clauses build on, so it's checked for consistency rather than generating its own alerts directly.
- What are confidentiality provisions in a contract?
- Confidentiality provisions are the specific terms that define what counts as confidential information, how each party is allowed to use it, how long the restriction lasts after the engagement ends, and what's excluded (information that was already public, for example). "Confidentiality clause" and "confidentiality provisions" refer to the same section — provisions is just the term for the individual obligations inside it.
- Does a confidentiality clause need to be mutual?
- It should be in most agency-client contracts, since both sides typically see the other's non-public information — the client's business data, and the agency's pricing or methods. A one-sided clause that only restricts the agency is a common red flag worth pushing back on.
- How long does confidentiality last after the contract ends?
- There's no universal default — it's whatever the clause states, commonly 2-5 years after disclosure, though some contracts specify indefinitely for genuine trade secrets. A clause with no stated time limit at all can be impractical to actually honor and is worth flagging.