Find out exactly what your NDA treats as confidential
The definition of confidential information sets the reach of the whole NDA. Some definitions protect only documents marked confidential; others cover everything disclosed in any form, including conversations, site visits and information about affiliates. Ask Search+ "How does this NDA define confidential information?" and read the cited definition, together with any marking or written-confirmation requirement it depends on.
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Last updated October 2026
How to read the definition with Search+
- Upload the NDA
Add the agreement as a PDF or Word file. If schedules list specific categories of protected information, include them in the same workspace.
- Ask about form, marking and timing separately
Ask whether oral disclosures count, whether information must be marked, and whether information shared before signing is covered. Each condition tends to sit in a different sentence of the definition.
- Follow the defined terms
Definitions often lean on other defined words, such as "Representatives" or "Affiliates". Ask about each of those terms so their citations are in front of you too.
Questions about the definition
Does the definition cover information disclosed orally, and if so, must it be confirmed in writing within a set time?
Is information protected only when it is labeled confidential, or also when a reasonable person would understand it to be confidential?
Does the definition reach information shared before the effective date?
Are notes, analyses and summaries prepared by the recipient treated as confidential information too?
Does information about the discloser's affiliates or customers fall within the definition?
What to look for in the definition
Look for words like "written, oral, electronic or visual". If only written information is listed, conversations and demonstrations may fall outside the NDA.
A marking rule protects the recipient from accidental breach but puts the burden on the discloser. Check whether unmarked information can still qualify.
Some definitions protect oral information only if it is summarized in writing within a set number of days. The number varies by agreement, so read it in the cited text.
Many definitions extend to notes and analyses the recipient creates. That matters when you need to keep or destroy material at the end of discussions.
The definition and the exclusions work as a pair: one sets the outer edge, the other removes categories. Ask about both and read the citations together.
Definition wording and what it signals
| Wording you may see | What it usually signals | A follow-up question |
|---|---|---|
| "in any form or medium" | A broad definition | Does that include information seen during site visits? |
| "marked or designated as confidential" | A marking requirement | What happens to unmarked information? |
| "confirmed in writing within" | A window for oral disclosures | How many days does the discloser have to confirm? |
| "would reasonably be understood" | A reasonableness test instead of marking | Who decides what is reasonably confidential? |
| "including notes, analyses, compilations" | Derivatives are covered | Must we destroy our own analyses at the end? |
| "of the Disclosing Party or its Affiliates" | Affiliate information is included | How does the NDA define Affiliates? |
What is the definition of confidential information in an NDA?
It is the clause that states which information the agreement protects, usually by describing the kinds of information, the forms it can take and any conditions such as marking or written confirmation.
Questions about the confidential information definition
Can Search+ find the definition if it is in a definitions section at the start?
Will it tell me whether oral disclosures are covered?
Does the definition differ between mutual NDAs?
Can I check the definition across several NDAs?
Is the answer legal advice about what is protected?
Know the edges of what you promised to protect
Start a workspace, upload the NDA, and ask how it defines confidential information.
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