Return of Information Clause

What This Clause Does

When an NDA or employment agreement ends, this clause requires you to return or destroy all confidential materials you received. That includes documents, files, emails, and copies — including digital copies. In practice, most companies ask for written certification that all materials have been destroyed rather than physically collecting documents.

This is generally a standard and reasonable clause. The main issue to watch is whether backups, automatically archived emails, or files stored in cloud services are addressed. Blanket destruction requirements may conflict with your own legal retention obligations.

What This Looks Like in a Contract

"Upon request by Disclosing Party or upon termination of this Agreement, Receiving Party shall promptly return or certify destruction of all tangible and electronic materials containing Confidential Information, except to the extent retention is required by applicable law."

Red Flags to Watch For

• No exception for materials you're legally required to retain
• Requires return within an unreasonably short window (48-72 hours)
• Includes backups and archived copies stored in systems you don't fully control
• No process for confirming return/destruction — leaves you liable without a receipt

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