The exception to all obligations that are terminated on the day of termination is that a survival clause has been included. A survival clause explicitly defines the obligations that “survive” the term of the agreement. Clauses that survive an agreement usually contain the confidentiality clause. While a confidentiality clause can “survive” the term of the agreement, the standard lifespan of a confidentiality clause is usually two to four years after the date of termination. Companies that receive confidential information are reluctant to accept an unlimited duration of the confidentiality clause. Another very important consideration when it comes to confidentiality agreements is the period for which they are supposed to be applicable. There is no standard concept, but common privacy conditions can be between 2, 3 and 5 years. Confidentiality agreements, confidentiality agreements, confidentiality agreements, whatever one`s name, these ubiquitous and seemingly simple agreements are so prevalent in today`s business environment that many businessmen regularly sign them without much or even in return. One of the usual reasons for the superficial management of these legal agreements is that they often foreshadow a broader subsequent agreement, which will likely be subject to closer scrutiny. Also, depending on the story, the agreement lasts only 1 year (or 2 or 3). We`ve all seen them – confidentiality agreements with provisions that say something like, “The confidentiality obligations set out therein are valid one (one) year after the disclosure of confidential information.” On the surface, provisions like this seem useful, since they set the end of a company`s legal obligations under the agreement. This can be correct in many cases.
But if trade secrets are leaked as part of the deal, these provisions are traps for the unwary. Here`s the problem: Valuable information can be protected forever as a trade secret – as long as the owner continues to make reasonable efforts to keep the information confidential. When a company passes information on to another company by means of a confidentiality agreement that has a fixed duration of confidentiality obligations – such as 1 year – the information can probably no longer be protected as a trade secret after that period. . . .