mutual NDA- need clarity about the termination clause for obligations

In Breach of Contract Law
Hi Can somebody tell me what the following means in the layman terms: "A Recipient’s obligation to maintain confidentiality will remain in effect for five (5) years from the date of disclosure and will survive termination of this Agreement." Does the aforesaid quoted line means that the confidentiality obligations will be valid till 5 years after termination or does it mean it will survive forever? Please advise as I am confused about whether we have to take care of obligations only till 5 years from the termination or forever?

Answers (1)

270 votes
The clause means that for 5 years from the date you receive the information, the clause will bind you even if you leave the employment. You will be liable for breach for a period of 5 years from when you got to know the information. But I can't be sure as I cannot comment on one clause only as the whole agreement carries the intent forward and another clause may have a more permanent binding effect on you.

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