I addressed in this September 2009 AdamsDrafting blog post the thrilling issue of which term is preferable, confidentiality agreement or nondisclosure agreement. (I explained that I prefer confidentiality agreement.) Of course, you have various other redundant possibilities: confidential disclosure agreement, secrecy agreement, confidentiality and nondisclosure agreement, proprietary information agreement …
But that’s not what’s on my mind today. Instead, consider the different ways you can indicate whether one party or both parties (or more) will be disclosing information:
- One party: one-way versus unilateral
- Two parties: two-way versus bilateral, reciprocal or mutual
- More than two parties: multilateral
I think the clearest alternatives are one-way and two-way; the alternatives have diplomatic and other connotations that are unhelpful in this context.
But I don’t use these terms for purposes of contract drafting. More specifically, I wouldn’t include them in the title of any confidentiality agreement, as they’re of limited use as labels. For one thing, if you’re dealing with a one-way contract, of greater interest than the fact that it’s one-way is the question who is disclosing and who is receiving. Since that information can’t conveniently be included in the title, I’d rather leave it at confidentiality agreement.
If I don’t use one-way in the title, it would be inconsistent to use two-way. That doesn’t worry me. Often a two-way confidentiality agreement is just one step beyond a one-way contract, in that one of the parties will be doing most of the disclosing, making two-way misleading as a label.
1 thought on “What to Call the Two Kinds of Confidentiality Agreement”
I recently saw such an agreement entitled “Confidential Information Exchange Agreement.”