Confidential information and trade secrets are different questions.
A broad NDA definition does not automatically turn every fact into a trade secret.
The question to ask
Separate the scope of the contractual confidentiality promise from trade-secret status. Identify the information, the safeguards used to keep it secret, and the survival period for each category.
Illustrative clause — not a court case
Hypothetical wording: All information disclosed in connection with the project remains confidential forever. Ask whether that includes public pricing, old drafts, and protected trade secrets.
Source and legal limits
Section 1839 defines trade secrets using, among other things, reasonable secrecy measures and economic value from secrecy. An NDA may cover a broader category. This federal definition does not decide the duration or enforceability of the specific NDA.
What can go wrong
A recipient may struggle to administer an unlimited category. A discloser may mistake a broad definition for operational protection and fail to restrict access. Both sides need clear exclusions and actual information controls.
A focused negotiation
Discuss a stated survival period for ordinary confidential information, separate treatment of information that qualifies as a trade secret, and exclusions for independently developed or public information. Have counsel assess the applicable law.
Sources and scope
18 U.S.C. § 1839 (2024 U.S. Code edition)
Federal trade-secret definition, including secrecy measures and economic value. Fixed 2024 edition; check subsequent amendments before reliance.
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