Answered question · Dec 26, 2025
What qualifies (or should qualify) as confidential information in a SaaS contract
An anonymized real-world question about commercial contract risk. This breakdown focuses on practical, commercial impact — not case law, and not a substitute for a full contract review.
Plain-English snapshot
In a SaaS contract, confidential information typically includes any data or insights that are not publicly available...
Full commercial-risk breakdown
In a SaaS contract, confidential information typically includes any data or insights that are not publicly available and that the parties wish to protect from disclosure. While there isn't a one-size-fits-all definition, here are some common elements that should qualify:
- Proprietary Data: This includes algorithms, source code, and technical specifications that give your software a competitive edge.
- Customer Information: Any data related to your customers, such as contact details, usage patterns, and preferences, should be treated as confidential.
- Business Strategies: Plans for product development, marketing strategies, and financial projections are sensitive and should be protected.
- Operational Processes: Internal procedures, workflows, and methodologies that are unique to your business can also be classified as confidential.
Confidential Information does not generally include information that is otherwise protected under data privacy laws (personally identifiable information). If you try to include that in your definition, you may receive pushback.
When negotiating the definition of confidential information, consider these practical points:
- Specificity: Clearly define what constitutes confidential information to avoid ambiguity. General terms like "all information" can lead to disputes.
- Exclusions: Specify what is not considered confidential, such as information already in the public domain or independently developed by the receiving party.
- Duration of Protection: Determine how long the confidentiality obligations will last after the contract ends, as this impacts your long-term exposure.
Not legal advice.
Looking at confidentiality / NDA language?
Definitions, exclusions, and permitted use are where risk usually hides. For a quick commercial-risk check, paste the clause into the Clarioso Confidentiality Analyzer.