Return or Destruction of Confidential Information
Contract Type:

Upon the termination or expiry of this Agreement, or at any time upon the request of [Disclosing Party], [Receiving Party] shall promptly: (a) return to [Disclosing Party] all Confidential Information in [Receiving Party’s] possession or control; or (b) destroy all Confidential Information in [Receiving Party’s] possession or control. In either case, [Receiving Party] shall provide written confirmation to [Disclosing Party] that it has complied with this clause. This clause shall not apply to any Confidential Information that [Receiving Party] is required to retain by law or regulation, provided that any such retained Confidential Information shall continue to be kept confidential in accordance with this Agreement.

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This clause specifies that:

1) Upon termination of the agreement or at any time when the Disclosing Party submits a written request, the Receiving Party must promptly either:

(a) Return all protected information provided by the Disclosing Party that remains in the Receiving Party’s possession or under their control. I.e. hand back all sensitive data, documents, materials, etc.

(b) Destroy all such protected information so that it is fully eliminated and can no longer be accessed or used. I.e. securely dispose of and delete all records of the sensitive information.

2) The Receiving Party must provide written confirmation that either (a) or (b) has been fully complied with within 14 days of termination / expiry or receiving the Disclosing Party’s written request. I.e. must prove information has been fully returned or deleted as required within the stipulated timeframe.

3) This requirement does not apply to any protected information that the Receiving Party is legally obligated to retain, or to copies of protected information generated through their routine backup procedures. I.e. there are exceptions for information subject to mandatory retention rules or automatically saved as backups. But all other data must be removed.

4) In summary, this clause obligates the Receiving Party to completely eliminate the Disclosing Party's protected information from their possession as a general rule upon termination or request, with limited exceptions for information legally required to be retained or automatically backed up, by returning or securely deleting all sensitive records and providing written evidence to this effect within 14 days. Reliance remains on the Receiving Party for compliance, however.

This clause is broadly similar in its aims and rationale to the original example, but specifies the exceptions and timeframes in more concrete detail. The key differences are:

1) Referring to ‘protected information’ rather than ‘confidential information’, indicating a potentially more defined category of sensitive data with attached restrictions.  

2) Stating a fixed period of 14 days for providing written confirmation of return / deletion for accountability and discipline.

3) Expressly stating mandatory retention requirements and routine backups as exempted categories of information where deletion / return is not obligatory.

4) Otherwise, the same principles of containment, control, compliance, trust, accountability and motivating responsible practices apply as to the original clause example. Requirements are just articulated in a firmer and more tightly defined manner overall.

History of the clause (for the geeks)

Early exchange relied substantially on informal understandings around containing information to direct dealings, with little provision for removal or strict accountability once shared. However, as commerce expanded globally and data volumes grew, relationships increasingly ended abruptly - yet security remained imperative to opportunity. Continuity came to depend on mechanism as much as familiarity; but fairness still followed understanding over rigid control.  

Into the 19th century, some agreements began imposing general duties to return or eliminate confidential information after termination to instill basic discipline around data management. However, recognition remained that regulation proves empty without judgement to guide application - and authority follows shared standards, not unilateral imposition of controls indifferent to practical realities or cost. At best, these terms sought partnership through accountability, adapting rules to enable reasonable governance - not asserting entitlements beyond possibility. Effectiveness relied on balancing demands with scope for compliance.

By the early 20th century, contracts commonly mandated return or deletion of information to facilitate freer exchange between more transient partners. However, prudent terms looked to fitting obligations to intended dealings and capability - judging adequacy through circumstance, not decree alone. Compliance followed where demands aligned with events giving rise to need, enabling joint oversight. At their best, these clauses represented quest for responsibility through difficulty, finding authority not by evading consequence but working within shared limits - aligning mechanism with purpose, not outstripping influence through impossible claims.

Today, intensive regulation strictly governs procedure - yet responsibility still relies on understanding to determine outcomes, compliance alone securing not. Continuity depends on cooperation to judge what control proves reasonable. While prescription intensifies, prudent governance balances restraints with functionality - adapting rules to fit purpose, not obscure consequence by asserting entitlements beyond practical possibility. At their best, return and deletion terms seek partnership through stabilizing exchange - relying on judgement to guide application so that demands match capacity to meet intentions, not outrun accountability by imposing unrealistic standards indifferent to cost. Prosperity follows where possibility for practical oversight remains; and reliability attains through recognizing limits arise from shared circumstance, not unilateral decree. Protection comes of care, not radical control.

In the end, while terms may mandate intensity, restraint proves empty without moderation to shape use for shared interests - becoming partner to events instead of evading difficulty through impossible rule. Responsibility finds where demands fit scope for influence; compliance achieves when it enables governance, not imposes standards indifferent to feasibility. At their best, these clauses represent quest for security through partnership - aligning controls with purpose to stabilise exchange, relying on users to judge what proves reasonable and reciprocate value by complying within shared scope of accountability - not assert unfeasible demands that outstrip practical capacity through rigid entitlement.

Opportunity comes where openness finds space with oversight; and continuity relies on recognizing environmental limits as much as regulations - adapting terms to fit, not obscure, practical realities through impossible control or imposing necessity needlessly. Responsiveness proves ally to stability; and governance comes of care, not power alone.