Threat assessment
Confidential Information Definition
The definition of confidential information sets the scope of everything you must protect. Broad definitions are the most common source of accidental NDA breach risk.
What it is
This clause defines what counts as confidential under the agreement — often the first operative section after recitals. Everything else in the NDA flows from this definition: what you cannot disclose, what you must protect, and what triggers remedies.
Why it matters
A definition that covers "all information disclosed in connection with the agreement" makes almost every conversation confidential. Narrower definitions limit obligations to marked materials or categories that are reasonably understood as sensitive.
Red flags to watch for
- "Any and all information" without materiality limits
- No requirement that oral disclosures be confirmed in writing within a set period
- Missing standard exclusions (public domain, prior knowledge, independent development)
- Confidential information defined to include your own improvements or feedback
Safer alternatives
- Marked confidential information plus reasonably understood sensitive disclosures
- Explicit exclusion list mirroring market standard four carve-outs
- Different treatment for trade secrets vs ordinary commercial information
NDAShield perspective
Over-broad definitions are a top driver of elevated Burn Scores. Cross-check the definition against exclusions and any residuals clause — together they determine real-world risk.