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.