Term of Confidentiality - Unlimited Duration
Contract Type:
NDA
Jurisdiction:
The obligations of confidentiality herein shall survive the termination of this Agreement and shall continue indefinitely.
Explanation
This clause states that the duty of confidentiality under the agreement has no time limit and continues indefinitely:
- There is no set term or expiration for the confidentiality obligations.
- The obligations do not end if the agreement is terminated.
- The recipient must keep the information confidential forever with no end date.
In plain terms, this imposes a permanent requirement of secrecy on the recipient.
The confidentiality restrictions continue endlessly without lapsing over time. This creates an open-ended, lifelong duty to protect the information
Early confidentiality agreements frequently imposed permanent confidentiality out of an abundance of caution.
With limited business experience safeguarding information, drafters opted for indefinite restrictions to prevent any unauthorized disclosure. This was seen as the lowest risk approach.
However, permanent confidentiality came to be viewed as overly rigid and impractical as business relationships evolved. Tying parties together forever could backfire once a collaboration ended. It also unjustly relinquished control of information from the discloser permanently.
As business dealings advanced and parties grew more sophisticated, indefinite restrictions fell out of favor. Defined termination points became preferred to prevent obligations persisting unfettered. The lack of certainty and undue hardship imposed by unlimited terms were seen as detrimental.
Best practices emerged to avoid open-ended confidentiality and clearly delimit obligations. While still used in unique scenarios requiring lifelong secrecy, unlimited confidentiality is now rare due to its inflexibility. Defined terms that impose restrictions only as long as critical are favored.
Though originally a common approach, unlimited confidentiality is now viewed as outdated and draconian. Set durations align better with business needs and proportional protection of information.
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