Confidentiality
Confidentiality scope and duration
A confidentiality clause controls what each side can say about the other's information. The fairer versions are mutual, list clear exceptions like information that is already public, and last a defined number of years rather than forever. A one-way, everything-is-secret, never-ending version puts all the burden on you.
What to look for
What information is treated as confidential, whether the obligation is mutual, how long it lasts, and whether standard exceptions (public knowledge, independently developed, required by law) are present. Watch for one-sided, perpetual or all-encompassing definitions.
How Clause rates it
RedOne-way obligation binding only the freelancer, a definition covering effectively everything with no carve-outs, and a perpetual or indefinite duration with no end.
AmberMostly reasonable but one-sided, missing standard exceptions, or with an unusually long fixed duration that should be sanity-checked.
GreenMutual obligation, a defined scope of genuinely confidential information with standard exceptions, and a sensible duration (commonly the term plus a fixed number of years, with trade secrets protected for as long as they stay secret).
Wording you can ask for
Suggested redline
Each party shall keep the other's confidential information secret and use it only to perform this agreement. This does not apply to information that is or becomes public through no breach, was already known, is independently developed, or must be disclosed by law. This obligation lasts for the term and for 3 years afterwards.
See this on your own contract.
Paste your contract and watch these rules light up your own clauses.