Removing the explicitly &quot;mark as confidential&quot; clauses from a MNDA
<p>Can someone explain the ramifications in not having limitations on what is explicitly marked as confidential? For example, changing the first to the second:</p>
<blockquote>
<p>“Confidential Information” refers to the following items one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document or software Discloser marks “Confidential”; (b) any information Discloser orally designates as “Confidential” at the time of disclosure, provided Discloser confirms such designation in writing within 30 business days;</p>
</blockquote>
<blockquote>
<p>“Confidential Information” refers to the following items one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document or software; b) any information Discloser orally discloses to the Recipient</p>
</blockquote>

<h2>The second is unenforceable</h2>
<p>For example, “The capital of Australia is Canberra” might be information the Discloser might disclose but it’s hardly confidential.</p>
<p>By casting the net too wide, the NDA risks becoming a vacuous document.</p>

non-disclosure