In defining “Confidential Information,” don’t throw in the kitchen sink
This week’s musings on tech contracts… NDAs and confidentiality clauses often define “Confidential Information” to include … anything the drafter can think of. For instance: “Confidential Information” includes: (a) business and financial information, including purchasing, manufacturing, customer lists, investor information …”; (b) specifications, models, designs, equipment, engineering, software programs …; (c) patent filings, know-how, trade […]
Don’t blindly accept unlimited liability for breach of nondisclosure terms
This week’s musings on tech contracts … In software contracts, the limit of liability (LoL) almost always comes with exceptions. One of the most common has to do with confidentiality. Liability for breach of the nondisclosure clause has no limit. Why? Most LoLs exclude nondisclosure breaches from the LoL … because that’s what we did […]