SigninG a Publishing Contract

9D. Non-DisCLOSURE

It is fine for a publisher to ask you to not share information about their business or customers that you would not normally have access to. However, sometimes these can go too far.


Here is one long non-disclosure clause from a boardgame contract.

Confidential Information received by either party in secrecy and confidence shall not be disclosed by either party to any person or other entity. The parties shall not remove, distribute, publish, copy, download, or otherwise extract in any manner from the other party’s premises or its databases and records any Confidential Information.


“Confidential Information” means any and all information and materials that are proprietary to that party (or its affiliates) or to any third-party licensor, the same having been acquired through the expenditure of time, effort and money, including but not limited to the following items and other items of a similar nature considered by the parties to be confidential and/or in the nature of trade secrets, whether or not reduced to a tangible medium:

  • business and marketing plans;
  • sales records or other financial information;
  • price lists and pricing policies;
  • market studies;
  • customer names;
  • business relationships and supplier names;
  • research and development materials;
  • technical manuals, processes, procedures, and know-how;
  • information relating to, among other things, discoveries, algorithms, data structures, concepts, software in any stage of development, source code, designs, drawings, specifications, techniques, models, and data.

We would argue that things like contract terms and royalty rates pertain as much to you as to them, and should not be included in a non-disclosure clause. Try to clarify:

Confidential Information shall not include any information publicly or generally known. It also shall not include the contents of this Agreement.

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