Another point is the date when the confidentiality period should begin. If a clause is not included in an NOA, the parties may imply that the NDA will be in effect indefinitely. A NOA without a clause is more common in an agreement where a relationship is in progress. Assuming that the NDA has a termination clause, all contractual obligations, as soon as a party terminates the termination of the contract, will expire on the termination date, unless the NDA contains a survival clause. However, circumstances may vary depending on whether the information is considered a business secret when the Ontario Court of Appeal has ruled that disclosure of a company`s business secrets may be considered a commercial restriction. Note that after the termination date, the receiving party is no longer bound to confidentiality if information is received after the termination date. This provision applies regardless of whether the confidentiality clause continues to apply to confidential information received prior to the termination date. Second, confidentiality obligations are often part of a broader agreement with a „term“ provision; The duration of the duty of confidentiality should be abolished. This sometimes requires a hybrid agreement, the obligation of secrecy is also related to the duration: for the duration of the agreement and three years after, Acme keeps the information confidential. There is a difference between a time limit on the agreement itself and a time limit for the publication date. If a time limitation applies to the agreement itself, it means that the watch begins to rotate from the date of the agreement, not from the time the disclosure takes place. So, David, the question of whether it would be useful to remove the term from your confidentiality agreement depends on the type of information protected. But even if the agreement only protects trade secrets, protection will not last forever.
I guess your deal is more than trade secrets. If that is the case, I am not sure you have received any good advice. Of course, this is not the place to get into a discussion about what constitutes a trade secret. These agreements, which are used between start-ups, individuals, small and medium-sized enterprises (SMEs) and large companies trying to establish a new business relationship or partnership between them, can be used to preserve the confidentiality of value disclosures and prevent the misuse of this information. But that`s another thing when a contract tries to collect information, such as confidential information that is disclosed to an employee during the job, which is broader than trade secrets. These global secrecy obligations are „restrictive agreements“ in addition to competition restrictions and, in many legal systems, restrictive agreements have been deemed unenforceable, unless they are time-limited. See Milgrim on Trade Secrets 4.02.