The obligations of confidentiality herein shall survive the termination of this Agreement and shall continue indefinitely.
This clause states that the duty of confidentiality under the agreement has no time limit and continues indefinitely:
- There is no set term or expiration for the confidentiality obligations.
- The obligations do not end if the agreement is terminated.
- The recipient must keep the information confidential forever with no end date.
In plain terms, this imposes a permanent requirement of secrecy on the recipient. The confidentiality restrictions continue endlessly without lapsing over time.
This creates an open-ended, lifelong duty to protect the information
Early confidentiality agreements frequently imposed permanent confidentiality obligations as a risk-averse approach.
With limited experience protecting sensitive information, drafters opted for indefinite restrictions to prevent unauthorized disclosures. This provided the greatest safeguards when handling novel business dealings.
However, as business relationships evolved, perpetual secrecy proved impractical. Binding parties forever could backfire once a project concluded, and unjustly stripped control from the information discloser indefinitely. As companies became more sophisticated, open-ended obligations fell out of favor.
Best practices emerged to clearly define when confidentiality terminates. While still used selectively for highly sensitive data, unlimited confidentiality became disfavored for its lack of flexibility. Set expiration timeframes align obligations more proportionately with business needs.
In summary, permanent confidentiality was once common when cautiously navigating new collaborations. But modern preferences trend toward defined terms that impose reasonable restrictions only as long as critical.
Though still relevant in unique scenarios, unlimited obligations are now seen as antiquated and unduly burdensome in most contexts.