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Many legal documents follow along the same lines as this one, saying:

For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by Receiving Party or its Representatives (as defined herein), whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party; and (vi) any information generated by the Receiving Party or by its Representatives that contains, reflects, or is derived from any of the foregoing.

Phew! That is one long sentence. The key thing is "including, but not limited to". If you are really saying "everything you can possibly imagine", or "the unlimited possibilities of potential things", I don't see why you can't just leave it at that, and leave out all the permutations/examples like "tangible and intangible", etc.. It could be simply shortened to this:

For purposes of this Agreement, “Confidential Information” means all possible information shared by the Disclosing Party.

Wondering what advantage or benefit illustrating all these "permutations" provides over just the simple "all information, period.". Wondering why this shortened version isn't adequate.

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The short version includes (as forbidden to reveal, presumably) information such as cake recipes from the Disclosing Party, discoveries made by the DP 10 years in the future, content of published scientific articles... presumably, you get the idea -- it includes too much. As Receiving Party, I would not sign on to such an agreement which limited by ability to make use of information just because it had something to do with DP: I would want a more precise characterization of what I can and cannot disclose. To the extent that some form of information is similar to the kind of information expressly listed but is not actually listed, that kind of information is also included. Whereas if the information is not even a little bit like the listed information, then it is not included. However: the excessive specificity is not actually necessary, and in some cases (tangible vs. intangible information?? There is no such distinction) is meaningless.

It is cheaper to write one all-inclusive list than it is to tailor the list for what you expect might be relevant in the case of each employee.

  • But the statement "including, but not limited to" seems to nullify the entire list, making it exactly equivalent to saying "all information". I don't see how listing it is any different, given we've added "including, but not limited to". – Lance Pollard Dec 29 '18 at 5:52
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    Because a recipe is not similar to the things listed. The list provides a standard of comparison. – user6726 Dec 29 '18 at 6:01

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