Confidentiality clauses are a common component of real estate management agreements, agency agreements, leases and many other agreements relating to commercial property. Nevertheless, they can leave parties with the uneasy feeling that comes from dealing with the unknown. In this case, the unknown element is often illustrated by the question, 'So how do I know whether the other party is complying with this clause and how can I enforce it if I don't really know?' Anecdotal evidence and personal experience often reflects that in many situations, the party that has trustingly disclosed protected information learns of a breach by happenstance, such as by a tip from a disgruntled former employee of the other party. Careful drafting can provide a more solid basis for seeking ongoing assurance and, if necessary, a stronger and practical basis for enforcement.
Sample Standard Clause
Many business people and most attorneys are familiar with the typical contents of a confidentiality clause. When presented with the following clause (which assumes that the disclosing party and the recipient party have previously been defined), many disclosing parties ' and perhaps some attorneys ' would feel comfortable.
