You can also insist on the return of all trade secrets that you provide as part of the agreement. In this case, add the following language to the receiving party`s obligations. What can become confusing, and where you need to design your language carefully, is that “term” and “duration” can mean the same thing and sometimes be used interchangeably. We recommend that you search as long as possible, preferably without limit. But you recognize that some companies want a fixed period and some courts, if the NDAs interpret, require that the period is appropriate. Determining adequacy is subjective and depends on the confidential material and the nature of the industry. For example, some trade secrets may be short-lived within the software or internet industry. Other trade secrets. For example, the Coca-Cola formula has been kept a secret for more than a century. For example, if others are likely to stumble on the same secret or innovation or cancel within a few years, you are unlikely to be damaged by a two- or three-year period. Remember that once the period is over, the revealing part is free to reveal your secrets. Today noon, I revealed information about my kaleidoscopic projection system, especially how I configured and wired the bulbs with the device. This information is confidential (as described in our confidentiality agreement) and this letter is intended to confirm the disclosure.
Imagine, for example, that the receiving party uses the secret information in two products, but not in a third. You are aware that the receiving party violates the agreement, but you are willing to allow it because you receive more money and you do not have a competing product. After a few years, however, you no longer want to allow the use of secrecy in the third product. A waiver provision allows you to take legal action. The receiving party cannot defend itself by claiming that it has relied on your current practice of accepting its violations. Of course, the provision varies from side to side. If you violate the agreement, you cannot rely on the other party to accept your behavior in the past.