# Confidentiality

> The Company and its representatives and advisors will hold this Term Sheet and the terms of any proposals made by or on behalf of Atlassian in strict

**Term:** Confidentiality  
**Last updated:** 2026-07-29

## Definition

## What Confidentiality Means in a Contract

Confidentiality, in a contractual sense, is a binding promise that certain information shared between parties will not be disclosed to outsiders or used for purposes beyond the agreement's intent. It transforms a general expectation of discretion into an enforceable legal duty, meaning that a breach can give rise to damages, injunctions, or other remedies under the law governing the contract. This obligation often extends beyond the signing parties themselves to representatives, advisors, employees, or agents who may come into contact with the protected material.

In practice, confidentiality clauses appear whenever sensitive commercial, financial, technical, or personal information changes hands during negotiations, due diligence, or ongoing performance of a contract. A term sheet or heads of terms document, for example, frequently states that its contents, and the fact that discussions are even taking place, must be kept secret. This prevents premature disclosure that could harm negotiating leverage, market position, or reputation before a final deal is signed.

## How Confidentiality Is Defined or Measured

Confidentiality obligations are typically defined by three components: the scope of what is protected, the duration of protection, and the standard of care required to safeguard the information. Scope is usually described broadly, covering business plans, pricing, technical data, and the terms of the negotiation itself, but it is narrowed through carve-outs for information that is already public, independently developed, or lawfully obtained from another source.

Duration is another critical measure. Some obligations survive only for the life of a transaction, while others, particularly trade secrets, are intended to last indefinitely. Contracts often specify a fixed term, such as two or three years after termination, though the appropriate length depends on the sensitivity of the material and industry norms.

Standard of care: whether the receiving party must use.

## Context

### Relevant circumstances

- When parties are negotiating a deal and have signed an NDA
- If proposals and term sheets must be kept secret until agreed otherwise
- Where existing NDA terms govern handling of negotiation information

### Relevant sectors

- Legal Services
- Business Services
- Commercial Contracts

## Relevant contract types

- [Confidentiality Agreement](https://www.genieai.co/en-us/template-type/confidentiality-agreement)
- [Confidentiality Notice](https://www.genieai.co/en-us/template-type/confidentiality-notice)
- [Service Agreement](https://www.genieai.co/en-us/template-type/service-agreement)

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