How Long Should Confidentiality Clauses Last?

What is a Confidentiality Clause?

A confidentiality clause is the promise not to use or disclose someone else’s non-public information. You’ll see it in NDAs, supplier contracts, investor decks and employment terms.

It explains what counts as confidential, who can access it, how it may be used, the security measures you must apply, and the period the duty lasts. If you get the duration wrong, you either lock parties in for longer than the information has value, or you lose protection before the deal completes.

Red House Consultancy can help, with fixed fees, plain English and a quick turnaround via the drafting and reviewing commercial agreements service.

Typical Durations

Early product demos or pitches often need coverage for two to three years, so trials, pilots and launch cycles are protected. Customer lists, pricing models and margin data usually justify three to five years because they age as competitors respond.

M&A due diligence commonly takes three to five years, sometimes longer, where earn-outs or deferred liabilities exist. Source code, formulas and manufacturing methods are best protected without an end date, for as long as they remain secret in fact.

What UK Law Says

Two tests matter. First, what the contract actually says about duration and scope. Second, whether the information still has the necessary quality of confidence. If it becomes public, the duty should fall away.

For valuable know-how, wording should align with the Trade Secrets (Enforcement, etc) Regulations 2018. If personal data sits inside the documents, clauses may be paired with storage-limitation duties under UK data protection law.

Drafting Duration that Holds Up

Define the confidential information with clear examples, then set a start date and a period expressed in months or years. Add a simple “ends when public” rider so the duty tracks reality. Exclude material that is already public, independently developed, or lawfully received from another source. Require return or secure destruction when the term ends, and allow legally required disclosures with prompt notice where possible. Keep the language short and specific so nobody needs a glossary to apply it.

Mutual NDAs VS One-way NDAs

If both sides will share sensitive material, NDAs may be used with the same duration for each party. If only one side discloses, a one-way NDA is simpler and reduces negotiation noise. In either case, the survival clause should be kept tight – specify which obligations continue after expiry, and for how long.

Enforcement and Practicalities

Courts look at conduct as much as clauses. Access should be limited to a need-to-know group, documents watermarked, and receivers tracked. If a breach happens, fast evidence and clear requests for undertakings are ideal. Long durations mean little if misuse cannot be proved. Good housekeeping makes the clause bite.