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Can someone explain the ramifications in not having limitations on what is explicitly marked as confidential? For example, changing the first to the second:

“Confidential Information” refers to the following items one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document or software Discloser marks “Confidential”; (b) any information Discloser orally designates as “Confidential” at the time of disclosure, provided Discloser confirms such designation in writing within 30 business days;

“Confidential Information” refers to the following items one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document or software; b) any information Discloser orally discloses to the Recipient

ina
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1 Answers1

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The second is unenforceable

For example, “The capital of Australia is Canberra” might be information the Discloser might disclose but it’s hardly confidential.

By casting the net too wide, the NDA risks becoming a vacuous document.

Dale M
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  • Well, there are also clauses that exclude public domain and obvious info from being classified as confidential – ina Jan 29 '22 at 03:57