In order to ensure fair transactions and protect the public`s ability to take care of itself, confidentiality agreements and clauses are strictly reviewed by the courts and are not enforced when they are too broad, unrealistic restrictive or require the secrecy of something that is not really considered "confidential information". Mary Hanson notes that if the definition is too broad, it may be unenforceable. "If the definition is too broad or vague, the agreement cannot be applied. This description must define the confidential information sufficiently well to be enforceable, but not disclose the confidential information itself. The Confidential Information Clause defines what the parties consider to be protected by copyright and protected by the terms of the agreement. The clause generally defines what is confidential and what is not. As Yoichiro ("Yokum") Taku, a partner at Wilson Sonsini Goodrich & Rosati, stated, "The offender will want a broad definition of confidential information and perhaps also that confidential information of third parties be considered confidential. The recipient will want to limit the definition of confidential information in order to limit the amount of information necessary to comply with confidentiality obligations. What matters for a confidentiality agreement or a confidentiality agreement (NDA)? VCs may not want an agreement fearing such an attribution of information and may prefer a non-confidentiality agreement, provided that the parties can freely use all disclosed information. Most confidentiality agreements exclude certain types of information from the definition of confidential information.

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