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Proprietary information clause: Copy, customize, and use instantly

Introduction

A proprietary information clause defines the confidential and proprietary information that one party may share with another under the terms of the agreement. This clause ensures that sensitive information is protected from unauthorized disclosure, use, or access. It outlines the parties' obligations regarding the handling of proprietary information, including its use, storage, and protection.

Below are templates for proprietary information clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Confidentiality of proprietary information

This variation applies when the proprietary information must remain confidential.

The parties agree that all proprietary information exchanged under this agreement shall be kept confidential. Neither party shall disclose, distribute, or use the proprietary information for any purpose other than the performance of the obligations under this agreement. The receiving party shall take reasonable measures to protect the confidentiality of the proprietary information.

Use of proprietary information

This variation applies when the proprietary information may only be used for specific purposes.

The parties agree that proprietary information disclosed under this agreement shall only be used for the purpose of fulfilling the obligations set forth in this agreement. Any other use of the proprietary information requires prior written consent from the disclosing party.

Return or destruction of proprietary information

This variation applies when proprietary information must be returned or destroyed after the agreement ends.

Upon termination of this agreement or at the request of the disclosing party, the receiving party shall return or destroy all proprietary information, including copies or derivatives of such information. The receiving party shall certify in writing that all proprietary information has been returned or destroyed.

Exclusion from proprietary information

This variation applies when certain information is excluded from proprietary information protections.

The parties agree that proprietary information does not include information that: (a) is publicly available without breach of this agreement, (b) was already known to the receiving party at the time of disclosure, (c) is disclosed to the receiving party by a third party without breach of a confidentiality obligation, or (d) is independently developed by the receiving party without reference to the proprietary information.

Protection of proprietary information during the agreement

This variation applies when protection measures are defined during the term of the agreement.

During the term of this agreement, both parties agree to take all necessary measures to protect the proprietary information from unauthorized disclosure, access, or use. This includes using appropriate security protocols, limiting access to employees who need the information, and ensuring that any third-party contractors who handle the proprietary information sign confidentiality agreements.

Non-disclosure of proprietary information to third parties

This variation applies when proprietary information may not be shared with third parties.

The parties agree not to disclose any proprietary information to third parties without the prior written consent of the disclosing party. This restriction applies to all forms of disclosure, including verbal, written, or electronic communication.

Duration of confidentiality obligations

This variation applies when the duration of confidentiality obligations is specified.

The confidentiality obligations in this clause shall remain in effect for a period of [number] years after the termination of this agreement. During this period, the receiving party shall continue to protect the proprietary information from unauthorized use or disclosure.

Ownership of proprietary information

This variation applies when the ownership of proprietary information is specified.

All proprietary information provided by one party to the other under this agreement shall remain the exclusive property of the disclosing party. Nothing in this agreement shall be construed as granting the receiving party any rights or licenses to use the proprietary information outside of the specific purposes outlined in this agreement.

Notification of unauthorized use or disclosure

This variation applies when the receiving party must notify the disclosing party of any unauthorized use or disclosure.

The receiving party agrees to promptly notify the disclosing party of any unauthorized use, disclosure, or access to the proprietary information. The receiving party shall cooperate with the disclosing party in mitigating any harm caused by such unauthorized use or disclosure.

No obligation to disclose proprietary information

This variation applies when there is no obligation to disclose proprietary information.

Nothing in this agreement obligates the disclosing party to disclose any proprietary information to the receiving party. The disclosing party may, at its sole discretion, choose whether or not to share proprietary information under this agreement.

Employee obligations regarding proprietary information

This variation applies when the receiving party’s employees are bound by the same confidentiality obligations.

The receiving party agrees to ensure that its employees, agents, and contractors who have access to proprietary information are bound by confidentiality obligations that are at least as restrictive as those set forth in this agreement. The receiving party shall be responsible for any breach of confidentiality by its employees, agents, or contractors.

Use of proprietary information after termination

This variation applies when the receiving party may not use proprietary information after the agreement ends.

Upon termination of this agreement, the receiving party agrees not to use or retain any proprietary information for any purpose, unless otherwise agreed in writing by the disclosing party. The receiving party shall promptly return or destroy all proprietary information in its possession.

This variation applies when the receiving party may be required to disclose proprietary information by law.

If the receiving party is required by law, regulation, or legal process to disclose any proprietary information, the receiving party shall notify the disclosing party promptly, prior to making such disclosure, to allow the disclosing party the opportunity to seek protective measures or an appropriate order. The receiving party shall cooperate with the disclosing party in seeking such measures.

Use of proprietary information in litigation

This variation applies when proprietary information may be used in litigation.

The receiving party agrees that in the event of any dispute or litigation arising from this agreement, proprietary information may be used in the litigation process only to the extent necessary and subject to the appropriate protective orders to prevent its further disclosure.

Limitations on the use of proprietary information

This variation applies when limitations are placed on the use of proprietary information.

The parties agree that the proprietary information disclosed under this agreement may only be used for the specific purpose of performing the obligations set forth in this agreement and for no other purpose. The receiving party shall not use the proprietary information for personal, commercial, or competitive purposes.

Assignment of proprietary information obligations

This variation applies when the obligations concerning proprietary information can be assigned.

The obligations set forth in this proprietary information clause may not be assigned, transferred, or sublicensed by the receiving party without the prior written consent of the disclosing party. Any attempt to assign or transfer such obligations without consent shall be deemed null and void.

Disclosure of proprietary information under confidentiality agreement

This variation applies when proprietary information is disclosed under a specific confidentiality agreement.

The parties agree that any proprietary information disclosed under this agreement shall be governed by the terms of the confidentiality agreement, ensuring that it remains confidential and is used solely for the purpose of performing this agreement. The receiving party shall not disclose the proprietary information to any third party without written consent from the disclosing party.

Proprietary information usage restrictions

This variation applies when there are restrictions on the use of proprietary information.

The parties agree that the proprietary information disclosed under this agreement is confidential and proprietary to the disclosing party. The receiving party shall only use the proprietary information for the specific purpose outlined in this agreement and shall not copy, modify, distribute, or otherwise use the information for any other purpose.

Protection of proprietary information upon termination

This variation applies when the protection of proprietary information is specified upon the termination of the agreement.

Upon termination of this agreement, the receiving party shall continue to protect the proprietary information from unauthorized use or disclosure, and shall return or destroy all proprietary information in its possession. The confidentiality obligations will survive the termination of this agreement for [number] years.

Non-disclosure agreement (NDA) applicability

This variation applies when an NDA governs the use of proprietary information.

The parties agree that this agreement shall be governed by the terms of the non-disclosure agreement (NDA) previously signed by both parties, which governs the use and protection of proprietary information. Both parties acknowledge that the NDA remains in effect during the term of this agreement.

Limitations on the use of proprietary information for competitive purposes

This variation applies when proprietary information cannot be used for competitive purposes.

The parties agree that the receiving party shall not use the proprietary information for any purpose that could be deemed competitive or in conflict with the interests of the disclosing party. The receiving party shall not use the proprietary information to develop or market products or services that directly compete with the disclosing party's business.

Protection of proprietary information during joint ventures

This variation applies when proprietary information is shared in a joint venture.

The parties agree to protect proprietary information shared during the course of their joint venture in accordance with this agreement. Each party shall take reasonable steps to prevent unauthorized access, use, or disclosure of proprietary information to ensure that the joint venture remains confidential.

Right to audit use of proprietary information

This variation applies when one party has the right to audit the use of proprietary information.

The parties agree that the disclosing party has the right to audit the receiving party’s use of proprietary information to ensure compliance with the terms of this agreement. The receiving party shall cooperate with such audits and provide all necessary records and documentation as requested by the disclosing party.

This variation applies when proprietary information involves third-party patents.

The parties agree that any proprietary information shared under this agreement, including third-party patents, shall be disclosed and protected in accordance with this clause. The receiving party shall not use, modify, or distribute any third-party intellectual property without obtaining the appropriate licenses or approvals.

Limited disclosure to third-party contractors

This variation applies when proprietary information is disclosed to third-party contractors.

The parties agree that proprietary information may be disclosed to third-party contractors engaged in the performance of this agreement, provided that these contractors are bound by confidentiality obligations that are no less stringent than those set forth in this agreement. The receiving party shall ensure that all contractors comply with these terms.

Non-circumvention of proprietary information

This variation applies when there is a prohibition on circumventing the proprietary information agreement.

The parties agree that neither shall circumvent the protection of proprietary information by using any information provided under this agreement to bypass the other party’s interests, including entering into independent agreements with third parties based on the proprietary information.

Disclosure of proprietary information by government or regulatory authority

This variation applies when proprietary information is disclosed due to legal requirements.

In the event that the receiving party is required by law, regulation, or a government authority to disclose proprietary information, it shall immediately notify the disclosing party. The receiving party shall cooperate with the disclosing party in seeking protective orders or other measures to limit the disclosure of proprietary information.

Subcontractor obligations regarding proprietary information

This variation applies when subcontractors are involved in handling proprietary information.

The receiving party agrees to ensure that any subcontractors or third-party vendors who have access to proprietary information are bound by confidentiality obligations that are no less restrictive than those set forth in this agreement. The receiving party shall remain liable for any breaches of confidentiality by subcontractors.

Return of proprietary information upon request

This variation applies when proprietary information must be returned upon request.

The parties agree that upon the disclosing party’s request, the receiving party shall immediately return or destroy all proprietary information provided under this agreement. The receiving party shall provide written confirmation that all proprietary information has been returned or destroyed as requested.

Use of proprietary information during negotiations

This variation applies when proprietary information is used during negotiation phases.

The parties agree that any proprietary information exchanged during negotiations shall be protected in accordance with this agreement. The receiving party shall not use the proprietary information for any purpose other than the negotiation and execution of this agreement.

Disclosure of proprietary information to affiliates

This variation applies when proprietary information may be disclosed to affiliates.

The parties agree that proprietary information may be disclosed to their affiliates, provided that such affiliates are bound by confidentiality agreements that restrict the use and disclosure of the proprietary information in a manner consistent with this agreement.

Treatment of proprietary information after sale or transfer of business

This variation applies when the business is sold or transferred, and proprietary information must be handled accordingly.

In the event of the sale or transfer of any business operations related to this agreement, the receiving party agrees to ensure that proprietary information is protected by the terms of this agreement. The receiving party shall ensure that any buyer or successor is bound by similar confidentiality obligations.

Notification of potential misuse of proprietary information

This variation applies when there is a requirement to notify of potential misuse of proprietary information.

The parties agree that if there is any suspicion or evidence of unauthorized use or disclosure of proprietary information, the receiving party shall immediately notify the disclosing party. The parties shall take reasonable steps to mitigate any damages caused by the misuse of proprietary information.

Ownership of proprietary information after termination

This variation applies when the ownership of proprietary information is clarified after termination.

Upon termination of this agreement, all proprietary information shall remain the property of the disclosing party. The receiving party shall have no rights to use the proprietary information for any purpose after termination, except as explicitly permitted under this agreement.

Provision of proprietary software information

This variation applies when proprietary software information must be shared.

The parties agree that any proprietary software, including source code, algorithms, or technical documentation, provided under this agreement shall remain confidential. The receiving party agrees not to reverse-engineer, decompile, or use the software outside the scope of the agreement without the prior written consent of the disclosing party.

Disclosure of sensitive financial information

This variation applies when sensitive financial information needs to be disclosed.

The parties agree to protect and disclose any sensitive financial information exchanged under this agreement only on a need-to-know basis. This includes but is not limited to bank account details, financial projections, and pricing strategies. Such information must be kept confidential and used only for the purpose of fulfilling the agreement.

Proprietary information handling in the event of insolvency

This variation applies when proprietary information must be protected in the event of insolvency.

In the event that either party becomes insolvent, bankrupt, or enters into liquidation, the receiving party agrees to continue protecting proprietary information as stipulated in this agreement. The receiving party shall notify the disclosing party promptly and ensure the confidentiality of the proprietary information is maintained.

Proprietary information disclosure to auditors

This variation applies when proprietary information is disclosed to auditors.

The parties agree that proprietary information may be disclosed to auditors, tax advisors, or legal advisors solely for purposes related to audits, legal advice, or compliance. The recipients of the proprietary information shall be bound by confidentiality obligations equivalent to those set forth in this agreement.

Non-disclosure of proprietary business strategies

This variation applies when proprietary business strategies must remain undisclosed.

The parties agree not to disclose proprietary business strategies, including marketing, sales, and product development plans, to any third parties without the prior written consent of the disclosing party. This prohibition shall remain in effect during and after the term of this agreement.

Protection of proprietary customer lists

This variation applies when proprietary customer lists must be protected.

The parties agree to keep proprietary customer lists, contact information, and purchasing behavior confidential. Such information shall not be disclosed to competitors or third parties unless explicitly authorized in writing by the disclosing party.

Sharing of proprietary technical data

This variation applies when proprietary technical data must be shared.

The parties agree to share proprietary technical data, including engineering designs, prototypes, and specifications, only as required for the execution of this agreement. The receiving party agrees not to use this information for any other purpose or disclose it to third parties.

Return of proprietary information after agreement termination

This variation applies when proprietary information must be returned after the agreement ends.

Upon termination or expiration of this agreement, the receiving party agrees to return or destroy all proprietary information, including copies, notes, or other materials containing such information. This return or destruction must be completed within [number] days of termination.

Disclosures in case of regulatory requirement

This variation applies when proprietary information must be disclosed due to regulatory requirements.

If the receiving party is required to disclose proprietary information by law, regulation, or regulatory authority, the receiving party shall immediately notify the disclosing party. The receiving party shall cooperate with the disclosing party to minimize any potential damage from the disclosure.

Proprietary information usage in marketing materials

This variation applies when proprietary information is used in marketing materials.

The parties agree that proprietary information, such as logos, trademarks, or business processes, shall not be used in any marketing materials, advertisements, or public relations efforts without prior written consent from the disclosing party.

Granting limited access to proprietary information

This variation applies when limited access to proprietary information is granted.

The disclosing party may grant the receiving party limited access to proprietary information for the sole purpose of fulfilling the obligations under this agreement. The receiving party agrees not to grant access to any proprietary information to its employees, agents, or contractors unless they have signed a confidentiality agreement.

This variation applies when there is a non-compete related to proprietary information.

The receiving party agrees not to use any proprietary information to develop, manufacture, or market a product or service that competes directly with the disclosing party’s business for a period of [number] years following the termination of this agreement.

This variation applies when proprietary information can be used in legal disputes.

The receiving party may use proprietary information in legal disputes only if necessary for the enforcement or defense of rights under this agreement. The use of such information in legal proceedings shall be subject to any protective orders or confidentiality agreements in place.

Access to proprietary information during audits

This variation applies when access to proprietary information is allowed during audits.

The disclosing party agrees to allow the receiving party or its authorized representatives to access proprietary information for the purpose of auditing or verifying compliance with the terms of this agreement. Any such access shall be subject to confidentiality restrictions.

Protection of proprietary information in mergers or acquisitions

This variation applies when proprietary information must be protected in case of mergers or acquisitions.

In the event of a merger, acquisition, or sale of assets, the receiving party agrees to ensure that any proprietary information disclosed under this agreement is protected and maintained as confidential. The receiving party shall ensure that any successor party adheres to the confidentiality obligations of this agreement.

Proprietary information disclosure in intellectual property transfers

This variation applies when proprietary information is disclosed as part of an intellectual property transfer.

The parties agree that any proprietary information disclosed as part of an intellectual property transfer shall be handled in accordance with the terms of this agreement. The receiving party agrees to use such information only for the purpose of exercising its rights to the transferred intellectual property.

Limitation on the use of proprietary information after contract termination

This variation applies when proprietary information use is restricted after contract termination.

Upon termination or expiration of this agreement, the receiving party shall no longer use any proprietary information disclosed during the term of the agreement. The receiving party must cease all use of proprietary information and confirm in writing that all materials containing such information have been returned or destroyed.

Assignment of proprietary information protection obligations

This variation applies when the proprietary information protection obligations can be assigned.

The receiving party agrees not to assign or transfer its obligations under this clause to any third party without the prior written consent of the disclosing party. The receiving party shall remain responsible for the protection of proprietary information even if the obligations are assigned to others.

Confidentiality obligations for unauthorized recipients

This variation applies when confidentiality obligations extend to unauthorized recipients.

In the event that proprietary information is disclosed to a party not authorized to receive such information under this agreement, the receiving party agrees to immediately notify the disclosing party. The receiving party shall take all reasonable measures to prevent further unauthorized disclosure or use of the proprietary information.

Provision of trade secrets

This variation applies when trade secrets need to be disclosed.

The parties agree to disclose trade secrets only under the terms of this agreement. The receiving party shall treat all trade secrets as proprietary information and shall not disclose, use, or reproduce them except as expressly authorized by the disclosing party.

Confidential handling of proprietary documents

This variation applies when proprietary documents must be handled confidentially.

The parties agree that any proprietary documents, including plans, blueprints, and technical specifications, shall be handled confidentially and securely. These documents shall not be shared with any third parties without prior written consent from the disclosing party.

Restrictions on the use of proprietary designs

This variation applies when proprietary designs are involved.

The parties agree that proprietary designs disclosed under this agreement shall not be used by the receiving party for any purpose other than the specific purpose stated in the agreement. The receiving party shall not replicate, modify, or distribute the designs without prior written permission from the disclosing party.

Protection of proprietary algorithms

This variation applies when proprietary algorithms must be protected.

The parties agree to protect the proprietary algorithms and mathematical models disclosed under this agreement. The receiving party shall not reverse-engineer, copy, or modify these algorithms for any reason without the prior written consent of the disclosing party.

Limited use of proprietary information

This variation applies when proprietary information can only be used under certain conditions.

The parties agree that proprietary information shall be used solely for the purpose of fulfilling the obligations outlined in this agreement. The receiving party shall not use such information for any personal, business, or commercial interests unrelated to the agreement.

Disclosure of proprietary information for business evaluations

This variation applies when proprietary information is disclosed for evaluation purposes.

The parties agree that proprietary information may be disclosed to potential investors, evaluators, or partners for the purpose of assessing the business potential of the agreement. These third parties shall be bound by confidentiality obligations equivalent to those set forth in this agreement.

Provision of access to proprietary software

This variation applies when access to proprietary software is provided.

The parties agree to provide the receiving party with limited access to proprietary software under the terms of this agreement. The receiving party shall not copy, distribute, or modify the software and shall only use it in accordance with the agreed purpose.

Confidentiality of research and development data

This variation applies when research and development data must remain confidential.

The parties agree to keep all research and development data, including experimental results, prototypes, and scientific research findings, confidential. The receiving party shall not disclose, publish, or otherwise share such data without the prior written consent of the disclosing party.

Non-disclosure of proprietary manufacturing processes

This variation applies when proprietary manufacturing processes are involved.

The parties agree to keep proprietary manufacturing processes, techniques, and methods confidential. The receiving party shall not use, replicate, or share these processes with any third parties, except as necessary for the execution of this agreement.

Protection of customer data

This variation applies when customer data is shared as proprietary information.

The parties agree to protect all customer data shared under this agreement. This includes personal information, purchasing history, and other sensitive customer data. The receiving party shall not use, share, or sell this data without the explicit consent of the disclosing party.

Unauthorized use of proprietary information

This variation applies when unauthorized use of proprietary information is prohibited.

The parties agree that any unauthorized use or disclosure of proprietary information is strictly prohibited. If the receiving party becomes aware of any unauthorized access, use, or disclosure of proprietary information, they shall immediately inform the disclosing party and cooperate in taking corrective action.

Safeguarding of proprietary content

This variation applies when proprietary content must be safeguarded.

The parties agree to take all reasonable precautions to safeguard proprietary content, including written materials, audiovisual content, and digital assets, from unauthorized access, use, or reproduction. The receiving party shall not distribute, copy, or otherwise misuse this content.

Use of proprietary information for research purposes

This variation applies when proprietary information can be used for research purposes.

The parties agree that proprietary information may be used solely for research purposes related to the development or improvement of products or services as outlined in this agreement. The receiving party shall not use the information for commercial purposes without the express permission of the disclosing party.

Disclosure of proprietary information to financial institutions

This variation applies when proprietary information is disclosed to financial institutions.

The parties agree that proprietary information may be disclosed to financial institutions, such as banks or accounting firms, for the purpose of securing financing, conducting audits, or ensuring compliance with financial regulations. These institutions shall be bound by confidentiality agreements to protect the proprietary information.

Restriction on the use of proprietary databases

This variation applies when proprietary databases are involved.

The parties agree that the proprietary database disclosed under this agreement shall be used only for the specific purpose of this agreement. The receiving party shall not extract, analyze, or use the data in any other manner or for any other purpose without the prior written consent of the disclosing party.

Protection of proprietary marketing strategies

This variation applies when proprietary marketing strategies must be protected.

The parties agree to protect any proprietary marketing strategies, including branding plans, advertising campaigns, and customer targeting tactics. The receiving party shall not use or disclose these strategies to any third parties unless expressly authorized by the disclosing party.

Disclosure of proprietary inventory information

This variation applies when proprietary inventory information needs to be disclosed.

The parties agree that any proprietary inventory information, including stock levels, pricing strategies, and supply chain data, shall remain confidential. The receiving party agrees to use this information solely for the execution of the agreement and not for competitive purposes.

Non-disclosure of proprietary financial models

This variation applies when proprietary financial models must remain confidential.

The parties agree that proprietary financial models, including forecasts, risk assessments, and pricing strategies, shall not be disclosed to third parties without prior written consent from the disclosing party. These models are considered sensitive and integral to the business operations of the disclosing party.

Use of proprietary information for product development

This variation applies when proprietary information is used for product development.

The parties agree that proprietary information shared for the purpose of product development shall only be used to improve or enhance the products and services outlined in this agreement. The receiving party shall not use this information for other product lines or external applications without the disclosing party's consent.

Unauthorized duplication of proprietary material

This variation applies when duplication of proprietary material is prohibited.

The parties agree that any duplication, copying, or replication of proprietary material, including documents, software, or designs, is prohibited without the prior written consent of the disclosing party. The receiving party shall ensure that proprietary materials are protected from unauthorized reproduction.

Disclosure of proprietary financial forecasts

This variation applies when proprietary financial forecasts need to be disclosed.

The parties agree that any financial forecasts, projections, or budgets that are proprietary shall not be disclosed to any third parties. These documents should be used solely for internal business purposes related to the agreement and must be handled with strict confidentiality.

Provision of proprietary software code

This variation applies when proprietary software code is shared.

The parties agree to provide the other with proprietary software code related to the project, under the condition that the receiving party does not modify, distribute, or reverse-engineer the code without prior written consent from the disclosing party. The receiving party agrees to protect the confidentiality of the code.

Sharing of proprietary research data

This variation applies when proprietary research data is shared.

The parties agree that any proprietary research data, including findings, methodologies, and experimental results, shall be kept confidential. The receiving party shall not use the data for purposes other than those outlined in this agreement and shall safeguard it from unauthorized access.

Disclosure of proprietary supplier information

This variation applies when proprietary supplier information is shared.

The parties agree to disclose proprietary supplier information, including terms of supply, pricing, and inventory levels, under the condition that this information is kept confidential. The receiving party shall use the supplier information solely for the purpose of this agreement and shall not share it with third parties.

Protection of proprietary pricing information

This variation applies when proprietary pricing information must be protected.

The parties agree to keep all proprietary pricing information confidential. The receiving party shall not disclose, modify, or use this pricing information for any competitive advantage or outside the scope of this agreement without written consent from the disclosing party.

Use of proprietary product designs

This variation applies when proprietary product designs are involved.

The parties agree that proprietary product designs disclosed under this agreement shall not be replicated, reverse-engineered, or used to create competing products. The receiving party shall only use the designs for the purpose of fulfilling this agreement and shall protect them from unauthorized access.

Confidential handling of proprietary client information

This variation applies when proprietary client information needs to be handled confidentially.

The parties agree to handle proprietary client information, including client lists, contact information, and purchasing history, with the utmost confidentiality. The receiving party shall not disclose, distribute, or use this information for any purposes outside the scope of this agreement.

Disclosure of proprietary financial projections

This variation applies when proprietary financial projections must be shared.

The parties agree to provide each other with proprietary financial projections, including anticipated revenues, costs, and profit margins. These projections shall remain confidential and shall not be shared with third parties without written consent from the disclosing party.

Sharing of proprietary production techniques

This variation applies when proprietary production techniques are shared.

The parties agree to keep proprietary production techniques, processes, and methodologies confidential. The receiving party shall not disclose, replicate, or use these techniques for purposes other than executing this agreement and shall safeguard them from unauthorized disclosure.

Use of proprietary information for joint research

This variation applies when proprietary information is shared for joint research.

The parties agree to use proprietary information solely for the purpose of joint research and development under this agreement. The receiving party shall not use the proprietary information for unrelated projects or disclose it to third parties without prior consent.

Non-disclosure of proprietary product formulations

This variation applies when proprietary product formulations are involved.

The parties agree that any proprietary product formulations, including chemical compositions, recipes, and ingredients, shall be kept confidential. The receiving party shall not use, share, or disclose these formulations to any third party or for any purpose other than the fulfillment of this agreement.

Return of proprietary information at agreement termination

This variation applies when proprietary information must be returned at the termination of the agreement.

Upon termination of this agreement, the receiving party agrees to return or destroy all proprietary information in its possession, including all copies, documents, and data. The receiving party shall confirm in writing that all proprietary information has been returned or destroyed.

Restrictions on the distribution of proprietary marketing materials

This variation applies when proprietary marketing materials must not be distributed.

The parties agree that proprietary marketing materials, including advertisements, promotional content, and brand collateral, shall not be distributed to third parties without written consent. These materials shall be used only for the purposes outlined in this agreement.

Non-compete regarding proprietary business methods

This variation applies when proprietary business methods are involved in a non-compete.

The parties agree that during the term of this agreement and for a period of [number] years thereafter, the receiving party shall not use any proprietary business methods or processes disclosed under this agreement to engage in or assist any business that competes directly with the disclosing party.

Safeguarding proprietary trade secrets

This variation applies when proprietary trade secrets must be safeguarded.

The parties agree to protect and safeguard any proprietary trade secrets shared under this agreement. The receiving party shall not disclose, use, or otherwise exploit the trade secrets for any reason outside of fulfilling the obligations of this agreement.

Disclosure of proprietary data to regulatory bodies

This variation applies when proprietary data is disclosed to regulatory bodies.

The parties agree that proprietary data, such as technical specifications, product formulations, or manufacturing processes, may be disclosed to regulatory authorities as required by law. The disclosing party will notify the receiving party in advance of any such disclosure, if possible, to maintain confidentiality.

Protection of proprietary software licenses

This variation applies when proprietary software licenses are involved.

The parties agree to protect any proprietary software licenses shared under this agreement, ensuring that no unauthorized use or distribution occurs. The receiving party shall not sublicense, sell, or transfer any rights to the software or its components without prior written approval from the disclosing party.

Non-disclosure of proprietary customer data

This variation applies when proprietary customer data must not be disclosed.

The parties agree to keep proprietary customer data confidential. The receiving party shall not share, distribute, or use customer information for any purpose other than fulfilling the obligations under this agreement, and shall take all reasonable steps to protect this information from unauthorized access.

Return of proprietary information following contract expiration

This variation applies when proprietary information must be returned after contract expiration.

Upon expiration or termination of this agreement, the receiving party agrees to return or destroy all proprietary information provided under this agreement, including any documents, data, or files containing such information. Confirmation of the return or destruction shall be provided to the disclosing party.

Non-compete concerning proprietary business knowledge

This variation applies when proprietary business knowledge must not be used for competitive purposes.

The parties agree that they shall not use any proprietary business knowledge gained during the term of this agreement to directly or indirectly compete with the other party. This includes the use of trade secrets, strategic business plans, and client relationships.

Protection of proprietary marketing strategies

This variation applies when proprietary marketing strategies must be protected.

The parties agree to protect all proprietary marketing strategies, including advertising plans, brand positioning, and market analysis, disclosed under this agreement. The receiving party shall not use or disclose these strategies outside the scope of this agreement.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

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