Q&As

What is the standard length of a non-disclosure agreement? Is there an unreasonable duration?

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Published on LexisPSL on 14/07/2016

The following Information Law Q&A provides comprehensive and up to date legal information covering:

  • What is the standard length of a non-disclosure agreement? Is there an unreasonable duration?
  • Length of the term of the NDA
  • Length of the ongoing obligation of confidentiality beyond the term

What is the standard length of a non-disclosure agreement? Is there an unreasonable duration?

Length of the term of the NDA

In relation to the term of the non-disclosure agreement (NDA), this will quite simply be the term which is necessary to cover whatever relationship is being carried out commercially between the parties to the NDA who will be making disclosures only during its term—see for example: clause 2.1 of Precedent: Confidentiality agreement—one-way—pro-discloser.

It is important to note that the length of the ongoing obligation of confidentiality beyond the term of the NDA is different concept to the term of the NDA itself. In answering this Q&A, we have therefore focussed on the duration of the ongoing confidentiality obligation beyond termination of the NDA itself.

Length of the ongoing obligation of confidentiality beyond the term

In relation to the ongoing obligation of confidentiality beyond the term, by way of example we refer you to clause 2.5 of Precedent: Confidentiality agreement—one-way—pro-discloser and the accompanying drafting notes. You will note that this Precedent gives an option to specify a length of time for this, and by way of guidance (when acting for the discloser) this should be for at least the

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