Definition of Confidential Information Emails

Hi [Name], Thank you for sending over the NDA. I have reviewed the agreement and would like to discuss the definition of Confidential Information in Section [X]. As currently drafted, the definition covers "all information of any kind" without meaningful boundaries. This creates significant compliance challenges for our team, as virtually any communication could theoretically be considered confidential. We would be comfortable with a definition that: 1. Enumerates specific categories of protected information (trade secrets, customer lists, financial projections, technical specifications) 2. Requires written materials to be marked as "Confidential" 3. Requires oral disclosures to be confirmed in writing within 30 days This approach provides clear protection for your genuinely sensitive information while giving us workable compliance guidelines. Would you be open to revising the definition along these lines? I am happy to propose specific language if that would be helpful. Best regards, [Your Name]

Hi [Name], Following up on the NDA, I wanted to flag a concern with the phrase "information that reasonably should be understood to be confidential" in the definition. This subjective standard creates uncertainty because what one party considers obviously confidential, another might view as general industry knowledge. In our experience, this type of language leads to disputes that neither party wants. We suggest replacing this with an objective standard: - Information is confidential if it is marked as such, OR - For oral disclosures, if the disclosing party identifies it as confidential at the time and confirms in writing within [30] days This protects information you actually intend to keep confidential while providing clarity for both parties. We sign many NDAs and need clear, manageable standards across all of them. Would this approach work for you? Best regards, [Your Name]

Hi [Name], I noticed that Section [X] (Definition of Confidential Information) does not cross-reference Section [Y] (Exclusions from Confidential Information). To ensure the agreement is interpreted as intended, we would like to add the following sentence at the end of the definition: "Notwithstanding the foregoing, Confidential Information does not include any information described in Section [Y] (Exclusions from Confidential Information)." This is a standard drafting convention that ensures courts read both provisions together. It does not change the substance of either section - it simply makes the relationship between them explicit. Can you confirm this addition works for you? Best regards, [Your Name]

Hi [Name], Thank you for the draft NDA. As we will be sharing significant proprietary information during this engagement, I would like to discuss expanding the definition of Confidential Information. The current definition is limited to information that is "marked as confidential." In practice, this creates gaps because: 1. Oral discussions during meetings and calls often cover our most sensitive strategies 2. Screen shares and demos reveal proprietary technology 3. In fast-moving business contexts, formal marking is not always practical We propose a definition that covers all non-public information disclosed in connection with the Purpose, whether marked or not. For unmarked information, we suggest a "reasonably should be understood to be confidential" standard as a safety net. We are happy to include a carve-out allowing written confirmation of oral disclosures within 30 days, which protects you while ensuring our sensitive information is covered. Would this approach work for your team? Best regards, [Your Name]

Hi [Name], I understand your preference for marking requirements, but this creates practical challenges we should discuss. During this engagement, we anticipate sharing information through: - Email exchanges between our teams - Shared document collaboration platforms - Video conferences with screen sharing - Informal working sessions Requiring formal "CONFIDENTIAL" marking on every communication is operationally burdensome and creates the risk that genuinely sensitive information will be inadvertently left unprotected due to human error. We propose the following compromise: 1. Maintain marking requirements for formal written deliverables 2. Add a "reasonably should be understood to be confidential" backstop 3. Include specific categories of information that are automatically protected regardless of marking (e.g., pricing, customer data, source code) This approach protects both parties - you get clear categories to manage, and we get protection even when someone forgets to add a label. Can we discuss this on a call? Best regards, [Your Name]

Hi [Name], The current definition covers standard categories of confidential information, but given the nature of our discussions, I would like to explicitly add the following: 1. Product roadmaps and unreleased feature specifications 2. Algorithms, models, and machine learning training data 3. Vendor and supplier agreements and pricing 4. M&A discussions and potential transaction terms 5. The fact that we are in discussions regarding [the Purpose] For the last item - we consider the existence of our conversations to be confidential. This is standard for [due diligence / partnership / investment] discussions and protects both parties from market speculation. I have attached proposed language that incorporates these additions. Please review and let me know if you have any concerns. Best regards, [Your Name]

Hi [Name], One item I would like to address is whether the definition covers derivative materials. When your team reviews our information, they may create notes, summaries, analyses, or compilations. These materials could reveal our confidential information even though they were created by your personnel. We would like to add language confirming that Confidential Information includes "any notes, analyses, compilations, studies, interpretations, memoranda, or other materials prepared by the Receiving Party or its Representatives that contain, reflect, or are derived from Confidential Information." This is a standard provision in commercial NDAs and ensures that protection follows the information regardless of the format it takes. Please confirm this works for you. Best regards, [Your Name]