What is confidentiality?

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 2,247 reviews

Jump to Section

Need help with a Confidentiality Agreement?

Post Project Now

Post Your Project (It's Free)

Get Bids to Compare

 Hire Your Lawyer

In law, confidentiality is a legal term that refers to the duty of an individual to refrain from sharing confidential information with others without the express consent of the other party. Confidentiality involves a set of rules or a promise, usually executed through a confidentiality agreement that limits access and places restrictions on certain types of information.

What Is Confidentiality?

Confidentiality refers to personal information shared with an attorney, physician, therapist, accountants, or other individuals that generally cannot be divulged to third parties without the express consent of the client. Lawyers are often required by law to keep confidential, anything pertaining to the representation of a client.

Legal confidentiality is the ethical duty of a lawyer not to disclose information relating to the representation of a client. In the matter of attorney-client privilege, the duty of confidentiality is in effect all the time, not just in the face of legal demands for client information. The duty of legal confidentiality is much broader than the attorney-client evidentiary privilege, which only covers communications between the attorney and the client.

Both the privilege and the duty serve the purpose of encouraging clients to speak frankly about their cases. This way, lawyers can carry out their duty to provide clients with zealous representation. Otherwise, the opposing side may be able to surprise the lawyer in court with something he did not know about his client, which may weaken the client’s position. Also, a distrustful client might hide a relevant fact he thinks is incriminating, but that a skilled lawyer could turn to the client’s advantage, such as raising affirmative defenses like self-defense.

While there are different definitions for the term, all the definitions pretty much mean the same thing, which is keeping information private unless you have the express consent of the party involved to divulge that information to a third party.

Here is an article that goes further into confidentiality.

Why Is Confidentiality Important?

There are several necessary purposes to maintain confidentiality between a client and his/her lawyer.

  • It promotes candid conversation between the lawyer and the client
  • It is essential in the attorney’s preparation of the client’s representation

If the attorney does not know the potential strengths and weaknesses of a matter, it would be nearly impossible to predict how his/her opponent will strategize. The principle of client-lawyer confidentiality is given effect by three related bodies of law.

  1. The attorney-client privilege
  2. The work-product privilege
  3. The rule of confidentiality established in professional ethics.

Settlement negotiations is another situation in which issues often arise. Commonly, the parties to a dispute will be ordered by the court to mediate the controversy before proceeding to trial.

Attorney-Client Privilege

Attorney-client privilege is an evidentiary rule that protects the attorneys and their clients from being compelled to disclose confidential communications between them for the purpose of furnishing or obtaining legal advice or assistance.

Work-Product Privilege

Work-product privilege protects from disclosure, the attorney’s notes and other materials prepared in anticipation of litigation.

Rule of Confidentiality Established in professional ethics

Rule 1.6 Confidentiality of Information.

This rule covers the following:

  • Client-Lawyer Relationship
  • Authorized Disclosure
  • Disclosure Adverse to Client
  • Detection of Conflicts of Interest
  • Acting Competently to Preserve Confidentiality
  • Former Client

As it relates to the rules of engagement, in any competitive situation, keeping certain information confidential is crucial.

You can also read more about Rule 1.6 by clicking here .

Meet some lawyers on our platform

Craig M.

4 projects on CC
View Profile

Angela Y.

1 project on CC
View Profile

Michael K.

50 projects on CC
View Profile

Max M.

87 projects on CC
View Profile

What is Typically Considered Confidential Information?

Confidential information is any information or documentation that is considered private (non-public) to an individual or a business. This could be any information disclosed by either party to the other party, either directly or indirectly, in writing or orally. Following are examples of confidential information.

  • Non-disclosure agreement
  • Mutual nondisclosure agreement
  • One-sided nondisclosure agreement

Non-disclosure Agreement

A non-disclosure agreement (NDA) is a legally binding contract that establishes a confidential relationship. The party or parties signing the agreement agree that sensitive information they may obtain will not be made available to others. An NDA may also be referred to as a confidentiality agreement.

There are two types of NDAs: unilateral or mutual. A unilateral NDA is when one party agrees to keep information confidential. A mutual NDA is when both parties agree to keep information confidential.

This type of agreement is common for businesses entering into negotiations with other businesses. They allow the parties to share sensitive information without the fear that the information will end up in the hands of competitors.

Mutual Non-disclosure Agreement

A mutual non-disclosure agreement is when both parties agree to keep the information exchanged between them private. Unlike a unilateral non-disclosure agreement, with this type of non-disclosure agreement, both parties sign an agreement not to divulge sensitive information to others.

One-Sided Non-disclosure Agreement

A one-sided non-disclosure agreement is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the disclosing party wishes to share with the receiving party for purposes of an actual or potential relationship but wishes to restrict access to or by third parties.

If either party that signed a non-disclosure agreement breaks that agreement by divulging sensitive information to a third party without the consent of the other signing party, that is called a breach of contract . A person can be sued for breach of contract.

If you find yourself being sued for breach of contract, or you need to sue someone else for breach of contract, find out what the privacy law and confidentiality laws are in your state and then contact privacy lawyers or business lawyers to see what your legal options are.

For more information regarding non-disclosure agreements, refer to this article .

Examples of When You Need a Confidentiality Agreement?

Anytime there is an exchange of confidential information by one party to another party or there is a reciprocal exchange of information, a confidentiality agreement should be signed. This is especially important in commercial transactions and some legal matters. Following are some examples when you need a confidentiality agreement in place.

  • Trade Secrets
  • Scientific Information
  • Secret formulas
  • Computer Technology
  • Copyrights
  • Recipes
  • Prototypes and samples
  • Proprietary information has been shared
  • Concepts for future services, products, or practices

Other types of information you can protect with a confidentiality agreement include:

  • Business communication
  • Manufacturing processes
  • Certain business information, strategies, and operational procedures
  • Sales plans, materials, and marketing information
  • Marketing campaigns and projects
  • Details about clients and customers

In some cases, even if there is an agreement in place, one party can breach the contract, intentionally or unknowingly, by divulging proprietary information relating to the other signing party to a third party.

Confidentiality vs. Privacy

Confidentiality refers to personal information shared with an attorney, physician, therapist, or other individuals that generally cannot be divulged to third parties without the express consent of the client. Privacy refers to the freedom from intrusion into one’s personal matters, and personal information. The terms are used interchangeably, however, from a legal standpoint, they mean distinctly different things.

While confidentiality is an ethical duty, privacy is a right rooted in common law. Understanding the difference between the two terms can eliminate a lot of confusion when signing contracts, establishing a client-attorney relationship, and generally knowing your rights in a given situation.

Here is an article for more information relating to the difference between confidentiality and privacy.

Get Help with Confidentiality

Do you need help dealing with confidentiality?

Post a project in ContractsCounsel’s marketplace to receive free bids from lawyers for your work. All lawyers are vetted by our team and peer reviewed by other customers for you to explore before hiring.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Lawyers

View Christopher
Member Since:
August 25, 2020

Christopher R.

Attorney
Free Consultation
Get Free Proposal
Boston, MA
8 Yrs Experience
Licensed in MA, NH
Suffolk University Law School

Corporate and transactional attorney in sixth year of practice. Focus areas include general corporate counsel, labor and employment law, business partnership matters, securities matters related to privately-held companies, and regulatory compliance in securities and finance matters.

View Forest
Member Since:
July 14, 2020

Forest H.

Attorney
Free Consultation
Get Free Proposal
Nashville, TN
24 Yrs Experience
Licensed in FL, TN, TX
Washington and Lee University

Forest is a general practice lawyer. He provides legal advice regarding small business law, contracts, estates and trusts, administrative law, corporate governance and compliance. Forest practiced complex commercial litigation in Florida for eight years, representing clients such as Host Marriott, Kellogg School of Business, and Toyota. Since moving to Nashville in 2005, he has provided legal advice to clients forming new businesses, planning for the future, and seeking funding through the use of equity and/or debt in their businesses. This advice has included the selection of business type, assistance in drafting and editing their business plans and offering material, reviewing proposed term sheets, and conducting due diligence. Forest is a member of the Florida, Tennessee, and Texas Bars; in addition. Forest has held a Series 7, General Securities Representative Exam, Series 24, General Securities Principal, and Series 63, Uniform Securities Agent State Law.

View Anjali
Member Since:
July 15, 2020

Anjali S.

Counsel
Free Consultation
Get Free Proposal
Orlando, FL
11 Yrs Experience
Licensed in CA, FL, NY
NYU School of Law

CA, NY, and FL licensed attorney with nearly a decade of experience in intellectual property, data privacy, commercial contracts, and employment. I also have both the CIPP/US and CIPP/E privacy credentials. Basically, everything your business needs!

View David
Member Since:
July 15, 2020

David C.

Law Firm Principal
Free Consultation
Get Free Proposal
Miami, FL
41 Yrs Experience
Licensed in FL, NJ
University of Florida, Levin College of Law

David H. Charlip, the principal of Charlip Law Group, LC, is one of only 101 Board Certified Civil Trial Lawyers in Miami-Dade, with over 40 years of litigation experience. Mr. Charlip is also one of only 136 Florida Civil Law Notaries. He is also a Florida Supreme Court Certified Circuit Civil Mediator and a Florida Supreme Court Approved Arbitrator. He has managed and litigated cases across the country. Mr. Charlip has advised businesses, drafted business formation and purchase and sale documents and litigated business disputes for over 40 years and is very familiar with all aspects of contractual relations.

View Christopher
Member Since:
December 7, 2021

Christopher R.

Managing Attorney
Free Consultation
Get Free Proposal
Ohio
6 Yrs Experience
Licensed in FL, OH
Capital University Law School

Trusted business and intellectual property attorney for small to midsize businesses. Helping businesses start, grow, scale and protect.

View Lourdes
Member Since:
July 15, 2020

Lourdes H.

Attorney
Free Consultation
Get Free Proposal
Miami, FL
18 Yrs Experience
Licensed in FL, NJ
University of Miami, J.D.

With over 16 years of experience in the area of estate planning, trademarks, copyrights and contracts, I am currently licensed in Florida and NJ. My expertise includes: counseling clients on intellectual property availability, use and registration; oversee all procedural details of registration and responses with the USPTO/US Copyright Office; negotiate, draft and review corporate contracts and licensing; counsel clients on personal protection, planning and drafting comprehensive estate plans.

View Melissa
Member Since:
July 15, 2020

Melissa T.

Attorney and Law Firm Owner/President
Free Consultation
Get Free Proposal
Maitland, FL
20 Yrs Experience
Licensed in FL
University of Florida Levin College of Law

Melissa Taylor, the President and founding partner of Maurer Taylor Law, specializes in business contract review and drafting and is a second-generation attorney with private firm, in-house counsel, governmental, entrepreneurial, and solo practitioner experience. Melissa has a strong legal background, a dedication to customer service, is friendly, warm and communicative, and is particularly skilled at explaining complex legal matters in a way that's easy to understand. Melissa personally handles all client matters from start to finish to ensure client satisfaction.

View Lawrence
Member Since:
July 20, 2020

Lawrence S.

Attorney/Mediator/Arbitrator
Free Consultation
Get Free Proposal
Miami/Coral Gables, FL
41 Yrs Experience
Licensed in FL
University of Miami

Lawrence A. “Larry” Saichek is an AV rated attorney and a CPA focusing on business and real estate transactions, corporate law and alternative dispute resolution. With a background including five years of public accounting and six years as “in house” counsel to a national real estate investment company, Larry brings a unique perspective to his clients – as attorney, accountant and businessman. Many clients think of Larry as their outside “in house” counsel and a valued member of their team. Larry is also a Florida Supreme Court Certified Mediator and a qualified arbitrator with over 25 years of ADR experience.

View Brett
Member Since:
July 15, 2020

Brett G.

Attorney
Free Consultation
Get Free Proposal
New York, NY
33 Yrs Experience
Licensed in NY
New York University

Entertainment Attorney with 30+ years of experience, representing all aspects of the TV, Film, Music and Publishing Industries

View Aaron
Member Since:
July 15, 2020

Aaron M.

Shareholder
Free Consultation
Get Free Proposal
New York, NY
12 Yrs Experience
Licensed in NJ, NY
Fordham University School of Law

Aaron focuses his practice on entrepreneurs and emerging growth companies, providing general counsel services for companies from formation through exit. Aaron frequently advises clients in connection with routine and unique legal, business, and strategic decisions, including corporate, business and technology transactions, angel and venture financings, mergers and acquisitions, protection of intellectual property, and information privacy and data security.

View Stacey
Member Since:
July 16, 2020

Stacey D.

Attorney
Free Consultation
Get Free Proposal
Detroit, MI
12 Yrs Experience
Licensed in FL, MI
Stetson University College of Law

I enjoy helping businesses of all sizes succeed, from start-ups to existing small and medium sized businesses. I regularly advise corporate clients on a variety of legal issues including formation, day to day governance, reviewing and drafting business contracts and other agreements, business acquisitions and sales, as well as commercial and residential real estate issues, including sales, purchases and leases. As an attorney licensed in both Michigan and Florida, I also advise clients on real estate issues affecting businesses and individuals owning real property in either state, whether commercial, residential or vacation/investment property. I also regularly assist nonprofit organizations in obtaining and maintaining tax exempt status, and provide general legal counsel on all matters affecting public charities, private foundations and other nonprofit organizations.

Find the best lawyer for your project

Browse Lawyers Now

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call