Some confidentiality agreements have exceptions to the obligation to return or destroy information. For example, the agreement could allow the receiving party`s lawyer to keep a copy of the archive in the event of a dispute. Some well-designed privacy agreements also take into account the realities of our electronic world, where data is automatically copied for backup purposes. These confidentiality agreements may be an exception for backup copies that no one but computer scientists have access to. Take a common scenario that involves disclosing a single document to one person. The party that has the information adds a document to an email and sends the email to an official of the party who receives authorized access under the confidentiality agreement. The transmission email clearly indicates that the document is confidential and is protected by the confidentiality agreement. The official stores the document on the recipient`s computer network (making sure to limit access to those who have authorized access to the document) and emails sent to other staff members of the recipient party who have a “need to know” as well as to the company`s lawyer and accountant, each of whom has access to the document as part of the confidentiality agreement. This type of sharing is probably exactly what the parties envisioned in negotiating the confidentiality agreement.

Whack A-Mole. Cockroaches. Electronic confidential information. What`s the common thread? They`re all hard to destroy. Carnival moles show up relentlessly in new places. Cockroaches could survive a nuclear attack. And it would be difficult – perhaps impossible – to completely destroy electronic confidential information, as is necessary in many confidentiality agreements. Confidentiality agreements often require the receiving party to return or destroy confidential information at the end of the agreement, but can you hope to round up and destroy all copies of confidential electronic information? It may be possible, but I doubt it. Does this mean that most confidentiality agreements are, at least technically, violated? Answer #1: We distribute confidentiality agreements (NDAs) like crazy in our fund, so I think we have a pretty good idea of market conditions. At this point, for most recipients of confidential information, the standard is to keep “a copy” in conjunction with their “standard document storage guidelines” that apply to all their counterparty relationships. Your question does not seem too aggressive.

We get and give this in normal business.1 Most standard clauses seem to be written for material materials and rarely addressed appropriately to electronic media. However, given the simple dissemination of electronic files and the irreversible destruction of electronic data, it may be impossible to develop a provision that guarantees destruction without being unreasonable. In the end, it is likely that the courts will impose a standard of adequacy with respect to the policy of extermination of sensitive information. (z.B. University of Pennsylvania, Guidelines for the Destruction of Confidential Records). Confidentiality agreements often require the party that has an obligation to protect confidential information (the receiving party) to return the information at the end of the agreement or destroy it. Here`s a typical provision I borrowed from the Iowa State University website: the data is regularly backed up without us having it. Of course, any computer scientist somewhere in every company probably knows what kind of data is stored on the company`s servers.