Find what a contract treats as confidential and how long the duty lasts
A confidentiality clause sets out what information the parties must keep secret, who they may share it with, the exceptions, and how long the obligation lasts. Ask Search+ "What counts as Confidential Information here, and when does the duty end?" and the answer cites the definition, the exclusions and the survival wording, so you can check each limit in the contract itself.
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Last updated October 2026
How to read confidentiality terms with Search+
- Upload the agreement and any separate NDA
Parties sometimes sign a non-disclosure agreement before the main contract and then add a confidentiality clause to it. Put both in the workspace and ask which one governs, because an entire agreement clause may replace the earlier NDA or keep it alive.
- Ask about definition, exclusions and permitted sharing separately
Ask what information is covered, then what is excluded, then who it may be shared with. Each part is often its own subsection, and separate questions bring back separate citations.
- Follow the duration and the end-of-contract duties
Open the citations, then ask how long the obligation lasts after the contract ends and whether information must be returned or destroyed. These terms sometimes sit in the termination or survival section rather than in the confidentiality clause.
Questions to ask about confidentiality
Does the definition of Confidential Information cover information shared orally, or only information marked as confidential?
What information is excluded, for example information that is already public or developed independently?
Can we share the other party's information with our contractors or professional advisers?
What must we do if a court or regulator requires us to disclose confidential information?
How long do confidentiality obligations last after this agreement ends?
Across the partner agreements in this workspace, which ones protect confidential information for a fixed period and which indefinitely?
What to look for in a confidentiality clause
Some contracts protect any non-public information disclosed in connection with the deal; others protect only information marked or identified as confidential. The difference decides how much is covered in practice.
Most clauses exclude information that is or becomes public through no fault of the recipient, was already known to it, is received lawfully from a third party, or is developed independently. Check that the exclusions you expect are actually there.
Sharing is usually allowed with employees, contractors and advisers who need to know and are bound by similar duties. Disclosure required by law is often allowed, sometimes on condition that the other party is told first where that is permitted.
The duty may last for a fixed period after the contract ends or, for trade secrets, for as long as the information stays secret. Look in the survival clause as well as the confidentiality clause.
Many contracts require confidential material to be returned or destroyed when the agreement ends, sometimes with exceptions for backup copies or records kept for legal reasons.
Each Search+ answer carries inline citations you can open to read the excerpt. Search+ does not invent section numbers the contract lacks, so a missing reference means the contract file did not provide one.
Confidentiality wording and what to ask next
| Wording you may see | What it usually signals | A follow-up question |
|---|---|---|
| "marked or designated as confidential" | Protection may depend on labeling | Is information disclosed orally protected, and how? |
| "need to know" | Sharing limited to people who require the information | Who counts as a permitted recipient? |
| "independently developed" | An exclusion for the recipient's own work | Does the recipient have to show it developed the information independently? |
| "required by law" | A compelled disclosure exception | Must the other party be notified before disclosure? |
| "trade secrets" | Possibly a longer or open-ended duty | How long are trade secrets protected under this contract? |
| "return or destroy" | End-of-contract handling of information | Is there an exception for archived or backup copies? |
What is a confidentiality clause?
A confidentiality clause is a section of a broader contract that obliges one or both parties to keep certain information secret, use it only for the purposes of the agreement, and share it only as the clause allows.
Confidentiality clause questions
Can Search+ find every confidentiality obligation in a contract?
Does it show whether the clause is mutual?
How do I check how long the duty lasts?
We signed an NDA first. Does the contract replace it?
Can I upload a contract that was scanned on a copier?
Is this a substitute for legal review of confidentiality terms?
Know what you have promised to keep secret
Start a workspace, upload the contract, and ask what it protects and for how long.
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