Evergreen Confidentiality Agreement

From time to time, my company transmits company-related information to third parties and first enters into a confidentiality agreement (CA) [also known as a confidentiality agreement – KAA] with the third party. Our BOARD has a duration of five years and is often negotiated in a shorter period of time. Several lawyers suggested removing the provision from our agreement and forcing the third party to request a delay. These lawyers claim that if a deadline is not requested and therefore no deadline is indicated in the Board, the duration is unlimited (i.e. the confidentiality obligations will last forever), which would benefit my company. Other lawyers I have spoken to have stated that a ca without duration carries the risk of being cancelled by a court (either the court would impose its own reasonable time or cancel the entire contract for reasons of indeterminacy). Are you aware of any case law on this particular topic or do you have any thoughts on whether or not you should include a deadline in a certification body (or in another contract)? As already said, it is important that you think about the jurisdiction that will apply to your confidentiality agreement, since the courts may interpret the terms of the agreement differently. Some employee stock option plans offer an Evergreen option in which additional shares are automatically included each year in the plan. .

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