Purpose of Including Confidentiality in the Deed
A confidentiality clause safeguards the firm’s competitive advantage and internal trust.

• Prevents partners from disclosing sensitive business information
  
• Protects trade secrets, business models, pricing, and client data
  
• Builds confidence among partners and third-party clients
  
• Reinforces ethical and professional behavior within the firm
  
• Essential for firms involved in innovation, consulting, finance, or IP-driven work
  

Confidentiality Clauses Typically Cover
The clause should define the scope of confidentiality and the type of information protected.

• Business plans, internal reports, and financial records
  
• Supplier and customer information
  
• Marketing strategies and pricing models
  
• Intellectual property, inventions, or software
  
• Any non-public information marked or understood to be confidential
  

Duration and Applicability
The confidentiality obligation can extend beyond the term of the partnership, covering current and past partners.

• Should specify the duration of the confidentiality period
  
• Often remains binding even after a partner retires or exits
  
• Applies to both oral and written information
  
• Can extend to employee and third-party disclosures through the partner
  
• Violation after exit can still result in legal consequences
  

Legal Enforceability and Remedies
If breached, the confidentiality clause allows the firm to seek remedies through injunctions or damages.

• Courts recognize and enforce well-defined confidentiality agreements
  
• Legal action can be taken against disclosing partners
  
• May include a penalty or liquidated damages clause
  
• Injunctions can stop ongoing disclosure or data misuse
  
• Clause may also specify mediation or arbitration for disputes
  

Best Practices When Drafting Confidentiality Clauses
A clearly worded, comprehensive clause strengthens legal protection and reduces ambiguity.

• Use specific language to define what is considered “confidential.”
  
• Clearly state permitted and prohibited uses of such information
  
• Include exceptions (e.g., legal disclosures or public domain data)
  
• Mention the consequences of breach andthe  dispute resolution process
  

Consider a separate Non-Disclosure Agreement (NDA) for added protection