A confidentiality clause is a provision in a contract that obligates one or both parties to keep certain information confidential and not to disclose it to third parties without prior consent. This clause is designed to protect sensitive information such as trade secrets, business strategies, and proprietary data shared during the course of the contractual relationship.
7. CONFIDENTIALITY 7.1 Each of the Employer and the Contractor undertakes hereto to keep the contents of this Contract and any information obtained relating to this Contract confidential. Such information includes but not limited to each party’s business, documents, data, clients, Project details, affairs or any information obtained directly or indirectly (“Confidential Information”) whether prior to, during or after the termination and/or the expiration of this Contract. 7.2 This Confidentiality clause and disclosure restrictions shall not apply to the following instances: a) If the information is already public through no fault of such party to this Contract; 4 b) Disclosure by a party to its affiliates, staff, subcontractors, agents, representatives, advisors and/or any person engaged by that party for the purposes of the execution of this Contract, provided that all such persons are legally bound by this confidentiality clause; c) Disclosure required by applicable law, court order, or relevant governmental or regulatory authority (including but not limited to the Singapore Stock Exchange, London Stock Exchange) in UAE, UK or Singapore, or for the purposes of Arbitration; d) Disclosure by the Employer to a lender or other assignee or transferee of any rights and obligations of a lender or for the purposes of any Lender’s requirements or security, and/ or any potential equity investors provided that all such receiving parties are legally bound by this confidentiality clause.
V. Confidentiality 1. This confidentiality clause shall not be invalidated by the termination of this Contract. This confidentiality clause shall remain binding on both parties even after the termination of this Contract. 2. At any time, whether during the contract term or after the termination of the Contract, either party shall be obligated to keep confidential the confidential information of the other party that it has learned during the cooperation. Neither party shall disclose any confidential information to any person at any time without the written consent of the other party.
Both parties shall keep confidential to the business secrets that are obtained and known through the work contact for the other party, without the prior written approval, it is not allowed to disclose to the third party.
VIII. Confidentiality Clause Party B shall keep confidential all the information he/she received about the business secret and other confidential information.
6. Confidentiality Neither Party shall disclose the contents of this Agreement and all products, technology, design and other relevant matters to a third party in any way without the written consent of the other Party. This confidentiality clause shall survival upon the termination of the cooperation between the Parties. This confidentiality clause shall remain binding on both Parties for a period of two years after the termination of the cooperation between the Parties.
VI. Confidentiality Clause Both parties shall be obliged to keep confidentiality in terms of the business, technical information, and trade secrets of the other party that they gain or hold in the course of business cooperation. The information shall not be disclosed to a third party without the written consent of the other party. If either party breaches the confidentiality clause and leads to losses to the other party, the breaching party shall bear corresponding economic and legal liabilities.
7 Obligation of confidentiality 7.1 The employee acknowledges that strict confidentiality is imposed upon him/her, both prior to and following termination of the present employment contract, relating to all data and particulars about (group companies of) Booking.com – or its affiliated companies – of which the employee knows or should know the confidential nature, including without limitation client data (hotels, affiliate partners, visitors of website), financial data, statistical data and key figures of Booking.com, names and details of employees. This obligation of confidentiality also applies to the data and particulars of relations and clients of Booking.com, including without limitation financial data, statistical data, key figures and contractual terms and conditions. 7.2 The employee is not permitted in any way to copy or to hold or keep in his/her possession any software, documents, databases, correspondence or copies thereof, which he/she has obtained within the framework of his/her duties, except if and insofar and for as long as he/she requires them in order to carry out his/her duties. The employee is at least obliged to immediately provide Booking.com with afore mentioned software, documents, databases and correspondence or copies thereof on first demand of Booking.com, and when failing such a demand no later than the day of termination of the employment contract, or when the employee is suspended or placed on leave of absence on full pay, regardless of the reason. The afore-mentioned applies regardless of how the information is stored, i.e. it also includes (copies of) computer files, software et cetera. 7.3 Breaching the confidentiality clause provides an urgent reason for dismissal and / or declaration in respect of crime under article 272 and/ or article 273 of the Dutch Criminal law.
11. Confidentiality Clause 11.1 Without the written consent of the other party, neither party shall disclose to the third party any business secret or related information known during the performance of the Agreement, nor shall it disclose the contents of this Agreement and related materials to any third party, except for those that are required to be disclosed by laws and regulations. 11.2 The confidentiality clause is an independent clause, and this clause is valid regardless of whether this Agreement is signed, changed, cancelled or terminated.
10. Confidentiality and breach of contract Without the written consent of the other party, either party shall not disclose the contents of this Agreement and the technical and commercial secrets of the other party, including but not limited to the technology, design, testing information, processing technology and process parameters, materials and sales quantities of finished products, etc., to a third party in any way. This confidentiality clause shall not be terminated by the termination of the cooperation between the parties. This confidentiality clause shall remain binding on the parties for a period of two years after the termination of the cooperation between the parties. If one party violates the contract, leaks confidential information or violates other terms of this Agreement, the other party has the right to pursue the responsibility of the defaulting party and demand the defaulting party to compensate for the economic loss. The defaulting party has the right to make financial compensation to the breaching party, which shall not be less than RMB 500,000 yuan or twice the actual financial loss.
IV. Confidentiality clause 1. Party A and Party B shall keep each others party's technical secrets, trade secrets, contracts, technical materials, written materials, drawings, notes, reports, chat records of internet communications, e-mail, fax and other information in any form confidential and shall not disclose the relevant contents directly or indirectly to any third party in any form, Including but not limited to their respective affiliates. 2. The following circumstances are not considered in violation of the confidentiality agreement: ① Disclosure required by relevant laws and regulations or by government departments, stock exchanges, courts, public security organizations or other authorities; ② Disclosure to the legal, financial, commercial or other advisers of either parties; ③ The confidential information was obtained properly ; ④ Information obtained from a third party, with proper authority, without confidentiality obligations; ⑤ Publicly available information. 3. The confidentiality clause remains valid even if the contract is made invalid, cancelled, terminated early, or no longer operates. 4. The confidentiality period agreed in this contract shall be from the effective date of this contract until two years after the termination of this contract.
12. Confidentiality Clause 12.1 Without the written consent of the other party, neither party shall disclose to the third party any business secret or related information known during the performance of the Agreement, nor shall it disclose the contents of this Agreement and related archives to any third party, except for those that are required to be disclosed by laws and regulations. 12.2 The confidentiality clause is an independent clause, and this clause is valid regardless of whether this Agreement is signed, changed, cancellation or terminated.
12. Confidentiality Clause 12.1 Without the written consent of the other party, neither party shall disclose to the third party any business secret or related information known during the performance of the Agreement, nor shall it disclose the contents of this Agreement and related archives to any third party, except for those that are required to be disclosed by laws and regulations. 5 12.2 The confidentiality clause is an independent clause, and this clause is valid regardless of whether this Agreement is signed, changed, cancellation or terminated.
VII. Confidentiality Clause Both parties shall be obligated to keep confidential for the business, technical information, and trade secrets of the other party known or held in the course of business cooperation. It shall not be disclosed to a third party without the written consent of the other party. If either party breaches this confidentiality clause and causes damage to the other party, the breaching party shall bear corresponding economic and legal liabilities. The confidentiality obligation stipulated in this article shall remain effective upon both parties after the termination of cooperation.
Article 3 Confidentiality Clause 3.1 In order to complete the matters related to the Agreement, both Parties shall be obliged to keep confidential the information and relevant trade secrets obtained from the other Party and shall take all reasonable measures to protect the information from irrelevant personnel.
The Employee acknowledges that there is stiff competition in the industry in which the Employer operates and that during his employment with the Employer, he will acquire in-depth knowledge of the confidential information of the Employer. Confidentiality clause. The Employee acknowledges that the confidentiality of the Employer’s confidential information is critical to the Employer’s success and that the Employer has invested substantial time, money and effort in developing such confidential information. Therefore, during the term of his employment and after termination thereof, the Employee undertakes not to reproduce, publish, use, disclose, show or otherwise communicate to any person or entity any of the Employer’s confidential information, unless the Employer expressly permits or instructs him to do so. This confidentiality clause applies until the confidential information becomes generally known to the public through an act of the Employer or another source, unless it becomes known to the public through the fault of one of the Employer’s employees.
Article 5: Confidentiality Clause All documents (including paper and other media documents) and customer data provided to the other party by both parties and their representatives are confidential information and shall be kept safely and shall not be used for any purpose unrelated to the content of the cooperation between the two parties without the consent of the other party, nor shall they be disclosed to or licensed for use by a third party. If either party violates the confidentiality clause and causes damage to the other party, they shall bear legal responsibility and make compensation.
Article 6 Confidentiality 1. Either Party has the obligation to keep confidential the other Party's confidential materials and information that it knows or has access to in signing or performing this Contract, unless there is obvious evidence that such information is publicly known; either Party shall not disclose, give or transfer such confidential information to any third party without the other Party's written consent. 2. Either Party shall, at the request of the other Party, return to the other party, destroy, or otherwise dispose of any documents, materials or software containing the other party's confidential information, as instructed by the other Party, and cease all use of such confidential information. 3. Upon termination of this Contract, neither Party's obligations hereunder will be terminated accordingly. Instead, either Party shall still need to abide by the confidentiality clause hereof and perform the confidentiality obligation it has undertaken until the other Party agrees to release such obligation or its breach of the confidentiality clause hereof will not substantially cause any kind of damage to the other party.
V. Confidentiality clause Party A and Party B shall not disclose any information or materials provided by the other party to a third party for any reason, form or purpose without the permission of the other party, otherwise Party B shall bear the corresponding legal responsibility and compensate for the losses.
Data Security and Information Confidentiality Clause Regarding the information or data (hereinafter referred to as “Company Data”) that Party B is aware of, obtains, accesses or processes due to the performance of the “Official Online Customer Service Software License and Development Service Contract” jointly signed by Party A and Party B, as well as all subsequent supplementary agreements related to this contract (if any, hereinafter collectively referred to as “this Contract”), Party B shall take necessary measures in accordance with the provisions of this Annex, Manage such data and assume corresponding responsibilities.
Article 11 Confidentiality Clause 1. The trade secrets mentioned in this agreement, including but not limited to the price, quantity, payment method involved in this agreement, the information of the other party exchanged by both parties in business contacts, and the trade secrets, company plans, operation activities, financial information, technical information, business information and other trade secrets, user data, sales prices, reports, etc. of the cooperation projects involved are the trade secrets of both parties. Both parties promise to keep the above-mentioned trade secrets in the process of discussing, signing and executing this agreement, and shall not disclose the above-mentioned trade secrets to any third party in any way. If one party to the agreement reveals the above-mentioned trade secrets due to the behavior of the other party, it shall have the right to ask the other party to bear all economic losses and all legal responsibilities. 2. The confidentiality clause is an independent clause, which is valid for a long time regardless of whether this agreement is signed, changed, dissolved or terminated. 3. The subjects involved in this clause are Party A and Party B, including but not limited to their branches, subsidiaries, other companies involved in operation and management as shareholders, companies with the same or similar business with shareholders of both companies, and all employees who may be involved in this agreement.
A confidentiality clause, also known as a nondisclosure agreement (NDA), is a provision within a contract that requires one or more parties to keep certain information private and not share it with third parties. This clause is designed to protect sensitive information from being disclosed, ensuring that proprietary data, trade secrets, and other confidential materials remain secure.
You should use a confidentiality clause in situations where sensitive information is exchanged and needs to be protected. Common scenarios include:
Writing an effective confidentiality clause involves several key elements:
Here is a sample structure for a confidentiality clause:
Confidentiality
The Receiving Party agrees to keep all Confidential Information disclosed by the Disclosing Party strictly confidential, and will not disclose such information to any third party without the prior written consent of the Disclosing Party. The Receiving Party will take all reasonable measures to protect the confidentiality of the Confidential Information, ensuring it is not disclosed or used for any purpose other than as agreed upon. The obligations regarding the Confidential Information will continue for a period of [insert duration], or until such time as the information no longer qualifies as confidential. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information if required by law or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party to allow for a protective order or other remedy.
Confidentiality clauses are commonly found in a variety of contracts, including but not limited to:
By incorporating confidentiality clauses into these types of contracts, parties can ensure that their sensitive information remains protected, reducing the risk of unauthorized disclosure and potential competitive harm.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The confidentiality clause ensures that all documents and information exchanged between parties remain private and are not disclosed to unauthorized individuals or entities. This clause obligates the parties to implement appropriate measures to safeguard sensitive data, thereby protecting proprietary and personal information from unintended exposure or misuse.
The Consequences of Breach clause outlines the measures and penalties that will be imposed if one party fails to fulfill their contractual obligations. It typically includes remedies such as damages, specific performance, or termination, thereby serving as a deterrent and providing recourse to the non-breaching party.
Consequential damages refer to losses that do not flow directly and immediately from an act but rather result indirectly from the act's harmful consequences, such as lost profits or business opportunities. These damages are often excluded in contracts to limit a party's liability for these indirect, and sometimes unforeseeable, damages stemming from breaches or other issues.
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