Physical Security Clause

Photography Prohibition

Restricts the use of cameras, smartphones, and recording devices to prevent unauthorized capture of visual confidential information, prototypes, and facilities.

Low Complexity

What This Clause Does

A photography prohibition clause restricts the Receiving Party from using cameras, smartphones, tablets, or any device capable of capturing images, video, or audio while on the Disclosing Party's premises or while in possession of confidential materials. This provision addresses the reality that visual information, such as equipment layouts, prototype designs, manufacturing processes, whiteboard notes, and computer screens, can reveal confidential information as effectively as written documents. The clause typically prohibits not just taking photographs but also possessing devices capable of capturing such images.

Why This Clause Matters

  • Visual Information Capture: A single photograph can capture trade secrets, proprietary processes, or unreleased product designs that would take pages of text to describe.
  • Instant Dissemination Risk: Modern devices can instantly transmit captured images to third parties or cloud storage, making it impossible to retrieve once shared.
  • Inadvertent Disclosure: Even without malicious intent, photos shared on social media or stored in cloud backups can expose confidential information to unauthorized parties.
  • Trade Secret Protection: Courts consider physical security measures, including photography restrictions, when evaluating whether reasonable steps were taken to protect trade secrets.
  • Competitive Intelligence: Competitors can glean significant strategic information from photos of facilities, equipment, staffing levels, and work-in-progress materials.

Legal Context

Photography prohibitions are commonly enforced and are particularly important in industries with significant visual intellectual property, such as manufacturing, product development, entertainment, and research. Under trade secret law, reasonable security measures must be demonstrated to maintain protection, and photography restrictions are a recognized component. Some facilities with government contracts or export-controlled technology are legally required to prohibit photography under ITAR or similar regulations. Violation of photography restrictions can constitute both breach of contract and, in some cases, trade secret misappropriation.

Photography Prohibition The Receiving Party shall not photograph, video record, or otherwise capture images of the Disclosing Party's facilities, equipment, documents, or any Confidential Information without the prior written consent of the Disclosing Party.
Basic Version: Simple prohibition on capturing images. Allows devices on premises but prohibits their use for photography. Appropriate for standard business meetings and office visits.
Photography and Recording Prohibition 1. General Prohibition. The Receiving Party and its Representatives shall not photograph, video record, audio record, sketch, or otherwise capture or reproduce any visual or auditory representation of the Disclosing Party's facilities, equipment, processes, personnel, documents, computer screens, whiteboards, prototypes, or any other Confidential Information, whether in tangible or intangible form. 2. Device Restrictions. While on the Disclosing Party's premises, the Receiving Party shall: (a) Keep all camera-equipped devices (including smartphones, tablets, laptops, and wearable devices) powered off or in airplane mode unless otherwise authorized; (b) Not use any device in a manner that could capture visual or audio information; and (c) Comply with any device storage or surrender requirements at designated areas. 3. Exceptions. This prohibition does not apply to: (a) Materials specifically provided by the Disclosing Party for the Receiving Party's retention; (b) Photographs or recordings expressly authorized in writing by an authorized representative of the Disclosing Party; or (c) Areas specifically designated as unrestricted by the Disclosing Party. 4. Accidental Capture. If the Receiving Party inadvertently captures any image or recording of Confidential Information, the Receiving Party shall immediately notify the Disclosing Party and permanently delete such capture from all devices and storage locations.
Standard Version: Comprehensive coverage including device restrictions, clear exceptions, and accidental capture procedures. Suitable for manufacturing tours, R&D facilities, and product demonstrations.
Absolute Photography, Recording, and Device Prohibition 1. Strict Prohibition. The Receiving Party absolutely and unconditionally agrees that neither it nor any of its Representatives shall, under any circumstances: (a) Photograph, film, video record, audio record, livestream, screenshot, scan, copy, sketch, or otherwise capture any image, sound, or representation of any kind; (b) Attempt to capture, or position any device in a manner that could capture, any visual or auditory information; or (c) Use any form of memory aid, recording device, or reproduction technology while on or near the Disclosing Party's premises or while in possession of any Confidential Information. 2. Mandatory Device Surrender. Prior to entering any Disclosing Party facility, all visitors shall surrender all electronic devices capable of capturing, storing, or transmitting images, video, or audio to designated security personnel, including but not limited to: - Smartphones and mobile phones - Tablets and laptop computers - Cameras (still and video) - Smart watches and fitness trackers - Smart glasses or AR/VR devices - USB drives and external storage - Any other device with camera, microphone, or storage capability 3. Search and Inspection. The Receiving Party consents to search and inspection of all bags, pockets, clothing, and personal effects upon entry and exit from the Disclosing Party's facilities to verify compliance with this provision. 4. No Exceptions. This prohibition applies without exception to all areas of the facility, all times during the visit, and all purposes regardless of whether the Receiving Party believes the subject matter is confidential. 5. Liquidated Damages. The Receiving Party acknowledges that unauthorized photography or recording would cause irreparable harm that is difficult to quantify. In addition to injunctive relief, any violation of this provision shall result in liquidated damages of $50,000 per incident, which the parties agree represents a reasonable estimate of damages. 6. Survival. This prohibition shall survive indefinitely and shall continue to apply regardless of whether the NDA is terminated or expires.
Warning - Extremely Restrictive: This version requires complete device surrender, consent to searches, and includes substantial liquidated damages. Appropriate only for highly classified facilities, defense contractors, or extreme trade secret protection. The Receiving Party should negotiate to remove liquidated damages and limit search provisions.

Blanket Device Surrender Without Secure Storage

Surrendering expensive devices without secure, documented storage creates risk of loss or damage. Ensure there is a proper check-in system with receipts and secure lockers.

Disproportionate Liquidated Damages

Pre-set damages of $50,000+ per incident for photography may be an unenforceable penalty rather than a reasonable damage estimate. Courts may refuse to enforce grossly disproportionate liquidated damages.

Consent to Personal Searches

Provisions requiring consent to search your person, clothing, or body go beyond reasonable security measures and raise privacy concerns. This should be limited to bag inspection only.

Indefinite or Perpetual Restrictions

Photography prohibitions that survive "indefinitely" even after the NDA terminates create ongoing obligations that are difficult to track and may be unreasonable for non-confidential areas or publicly known information.

Vague "Near Premises" or "Vicinity" Language

Prohibitions that extend to areas "near" or "in the vicinity of" facilities without clear boundaries could technically prohibit photographing anything visible from public streets or neighboring properties.

Related Clauses

Facility Access

Visitor policies and physical security protocols.

Visual Observation

Restrictions on memorizing and observing processes.

Physical Materials Handling

Secure storage and destruction of tangible items.

Definition of Confidential Information

What information is protected under the NDA.