Return or Destruction of Confidential Information

Contract Type:

The Recipient will use the Confidential Information solely for the purpose of evaluating potential business opportunities between the Parties (the "Purpose".


This clause specifies that:

1) The Recipient may only use confidential information disclosed to them by the Disclosing Party for the singular purpose of evaluating potential business opportunities that could exist between them. I.e. the information may only be used to assess the viability and suitability of a working relationship or partnership between the parties.

2) Use of the confidential information is strictly limited to this purpose alone. It may not be used for any other reason or objective without obtaining further consent. I.e. the scope of permitted use is confined to exploring the specific potential opportunity at hand, and nothing broader or beyond that.

3) In short, this is a restrictive covenant that aims to limit how and the extent to which the Recipient can use sensitive information received from the Disclosing Party by tying such use strictly and narrowly to the reason for disclosure. Use beyond that initial purpose is prohibited without express consent.

Key purposes and rationale for including confidential information use restriction clauses are:

1) Containment: Strictly limiting the Recipient’s use of information to the purpose for which it was disclosed aims to contain the scope of information use and prevent unapproved secondary use. Spread or function creep are discouraged.

2) Control: Tightly controlling how information may be used after disclosure helps the Disclosing Party retain a substantial degree of oversight and influence over that information even after sharing it. Use is conditional, and closely monitored.

3) Clarity: Stating the single, specific permitted use of information helps ensure both parties share a clearly defined understanding regarding the scope of use consented to, with no room for unilateral assumptions. Expectations are clearly aligned.

4) Consent: By limiting information use to what was expressly consented at disclosure, and requiring fresh consent for any secondary use, the Recipient is made to continue engaging with the Disclosing Party over how the information is used. One-time consent is not assumed or permitted. Oversight is maintained.

5) Confidence: Strictly delineating and regulating information use may make the Disclosing Party feel more at ease sharing sensitive data due to the controls and security aimed for. Reluctance to disclose openly is addressed through rigor and procedural discipline. However, reliance still remains on the Recipient to comply for effectiveness.

6) Accountability: Narrowly prescribing permitted use acts as a convenient reference point for determining breach or non-compliant use, enabling enforcement action against or consequences for the Recipient if they use information beyond consent. Transgressions can be clearly identified and addressed.

History of the clause (for the geeks)

Early exchange relied primarily on personal trust and integrity between close partners, with little provision for formally restricting how information might be used once shared as good faith was assumed. However, as commerce expanded globally, close bonds gave way to more transient relationships - yet secure exchange was no less critical to opportunity. Continuity came to look beyond familiarity to mechanism, but fairness still followed understanding.

Into the 19th century, confidentiality agreements occasionally specified broad restrictions against secondary information use to facilitate disclosure between distant parties, recognizing that informal norms alone now proved insufficient safeguard at greater scale. However, recognition remained that regulation finds credibility where restraint meets fitness to practical realities - and authority follows shared standards over unilateral imposition of rigid controls. Equity relied on aligning interests through cooperation, not concentrating power without accountability.

By the early 20th century, bespoke terms commonly prohibited certain uses of information to enable selective exchange with less known partners by instilling checks against irresponsibility. However, prudent practice looked to balancing prescriptive demands with scope of intended dealings or capability - judging adequacy through circumstance more than assertion alone. Where prevailed, these restrictions represented quest for accountability through difficulty, adapting means to ends, not futility of control impossible to achieve in practice or disconnected from events giving rise to need. At best, their objective remained partnership, not unilateral authority through regulation indifferent to context or consequences.

Today, intensive controls mandate procedure but continuity relies still on understanding to determine effective outcomes - compliance alone secures not. Responsibility looks to balancing restraints with reasonable functionality. Strict terms risk undermining trust where demands become so rigid or disproportionate to purpose as to concentrate power needlessly by limiting capacity for practical oversight or ability to respond to conditions arising. At their best, use restrictions aim for partnership through stabilizing exchange - aligning interests before controls by securing discretion through consent. They rely on judgement to guide application fitting context, effecting compliance not devoid of consequence where imposed. Prosperity follows where possibility for openness remains despite mechanism, and responsibility attains through recognizing shared limits shape provide for need as much as rights. Protection comes of care, not radical power.

In the end, while terms may intensify regulation, prudent governance relies on choice to exercise authority with moderation - securing interests through becoming partner to events instead of evading accountability to circumstance in misguided quest for supremacy through rule alone. Restraint finds adequacy where demands fit capacity to comply and enable purpose. Responsiveness proves ally to stability, and continuity comes of understanding needs as much as decrees.

Prosperity follows where we choose openness through oversight for common good, aligning authority with shared limitation. Effectiveness looks to balancing control with reasonable functionality, adapting provision to purpose - not rigid demands that obscure consequence by asserting entitlements beyond parties’ mutual influence. Compliance achieves where it attains to meet governance and reciprocate value, not impose unrealistic standards indifferent to cost. Opportunity comes of partnership, not unilateral power; and security finds through shared standards, not radical control.