Confidentiality clauses: what you can and cannot say after signing

Almost every commercial contract includes a confidentiality clause. These range from reasonable protections for genuine trade secrets to overly broad restrictions that prevent you from using general industry knowledge or even discussing that you worked with a particular client.

What confidentiality clauses typically cover

Trade secrets and proprietary information, financial data and pricing, client lists and business strategies, technical specifications and source code, and any information explicitly marked as confidential. These are reasonable and standard.

What they should not cover

Information that is publicly available, information you already knew before the relationship, information received from a third party without restriction, and general skills and knowledge gained during the engagement. A clause that prevents you from using general industry knowledge you gained while working for a client is overly broad.

Duration

Confidentiality obligations typically last 2-5 years after the contract ends. For genuine trade secrets, longer periods (or indefinite obligations) may be reasonable. For general business information, anything beyond 3 years is excessive. Check whether the duration is clearly stated — an indefinite obligation with no expiry date may be unenforceable in some jurisdictions.

The practical impact

Can you use the client's name in your portfolio? Can you describe the work you did without revealing specifics? Can you discuss your rates? Some confidentiality clauses are so broad they effectively prevent you from marketing your services. If portfolio use matters to your business, negotiate a carve-out explicitly.

Mutual vs one-way

If you are sharing confidential information too (your methods, tools, pricing), insist on mutual confidentiality. One-way obligations that only protect the other party are common but unfair when both sides share sensitive information.