Confidentiality

The duty has several sources. A contract such as a non-disclosure agreement creates it by agreement. Professionals such as lawyers, auditors, doctors and bankers owe it as part of their role. Statutes, including data protection and trade secret laws, add more, as do employment terms. An NDA normally says what counts as confidential, who may see it and for what purpose, how long the duty lasts, when material must be returned or destroyed, and what remedies apply. It may be mutual or run one way. Usual exceptions cover information that is already public, was independently developed, or must be disclosed to a court or regulator. Protected whistleblowing is also an exception in many countries. In security, confidentiality is also one goal of the CIA triad, meaning access limited to authorised users. Once a secret is out, injunctions and damages rarely restore it.

A private company shares draft financials with a possible buyer under a mutual NDA that lasts two years and limits access to named advisers. A junior adviser forwards the file to a friend at a competitor. The company learns of this, asks a court for an injunction and claims damages. The buyer’s adviser firm disciplines the employee and reports the breach to its professional body.