Indefinite / Perpetual Confidentiality Duration

What it means

This contract extends your confidentiality obligation indefinitely, either through explicit "in perpetuity" or "indefinitely" language, or through open-ended triggers like "until the Brand authorises disclosure". You are committed to protecting the brand's information for your entire commercial life, not just for the engagement period plus a reasonable tail.

Well-drafted NDAs bound ordinary confidential information to 2-5 years post-engagement; trade secrets legitimately warrant longer protection but should be specifically identified. Indefinite duration applied to all confidential information creates lifetime compliance burden across future engagements, career moves, professional conversations, and advisor relationships. The cumulative load of indefinite confidentiality obligations across many prior engagements can progressively constrain your commercial practice.

What to check before you sign

• ·Does the indefinite duration apply to all confidential information, or only to trade secrets specifically?
• ·Are there standard NDA carve-outs (public domain, independent development, third-party source, legal compulsion)?
• ·Is the indefinite language paired with a broad definition of confidential information ("any information")?
• ·Does the obligation survive in the same form, or step down over time?
• ·Is the obligation mutual; does the brand owe equivalent indefinite confidentiality for your information?
• ·Are there triggers for release (publicly disclosed by brand, sale of business, regulatory disclosure)?

How to fix it

• moderate

  Replace indefinite language with a defined tail period, typically 2-5 years post-engagement for ordinary confidential information. Simplest single fix and widely accepted.

• moderate

  Distinguish trade secrets (which may remain indefinite while they retain trade- secret status) from ordinary confidential information (bounded to a tail period).

• easy

  Add the four standard NDA carve-outs, public domain, independently developed, received from third party without confidentiality, required by law. These progressively release information meeting each trigger.

• harder

  Step down the obligation over time, e.g., strict confidentiality for 2 years, reasonable confidentiality for 5 years, no obligation after 7 years (except for trade secrets retaining their status).

• moderate

  Add automatic release triggers, confidentiality ends on sale of the business, on public disclosure by the brand, on regulatory disclosure becoming public.

Negotiating it

Related clauses

• Creator Confidentiality Obligation
• Non-Disparagement Clause
• Pre-Launch Embargo / Confidentiality Period