This is part of a series of articles on transactional contracts issues by Prof. Michael L. Bloom and students in the Transactional Lab at the University of Michigan Law School.
Confidentiality agreements are among the most common agreements in corporate practice, often viewed as routinized documents unworthy of close reading. When drafting and negotiating confidentiality agreements, however, both parties should be aware of potentially broad restrictions on their activities. For example, in an acquisition deal, a “use” restriction can be the source of a creative argument for a seller seeking to prevent an unsolicited offer or other activity that arguably requires use of the seller’s confidential information.
