contract-law canada non-disclosure confidentiality
What happens to confidentiality agreements after company dissolves?
<p>I worked as a consultant for a company that dissolved. I signed a confidentiality agreement that ended with &quot;This Section shall survive termination of this Agreement.&quot; Out of curiosity am I still bound by it?</p>
<p>I guess the contract was between me and the company, and since the company doesn't exist anymore there would be no one to complain of a breach. OTOH when the company dissolved, someone may have bought something that was considered confidential so would the new owner be entitled to confidentiality?</p>
<p>When a company declares bankruptcy doesn't most of it's information become public anyway?</p>

<p>In general, your intuition is right. When the company goes away, the contract disappears. However, there may be situations in which this intuition misleads, and the confidentiality agreement lives on. Whether it does depends on the details of the dissolution.</p>
<p>For example, if someone bought the assets of the company out of bankruptcy, those might include the confidentiality agreements. (This will depend, on other legal issues, such as whether such contracts or clauses are assignable, which <a href="https://www.greensfelder.com/business-risk-management-blog/consider-the-enforceability-of-restrictive-covenant-provisions-by-third-party-purchasers-when-drafting-agreements" rel="nofollow noreferrer">they may not be</a>.)</p>
<p>In some jurisdictions, companies don't disappear right away. For example, under <a href="http://delcode.delaware.gov/title8/c001/sc10/index.shtml" rel="nofollow noreferrer">§ 278</a> of the Delaware Corporation law, Delaware Corporations live on at least three years after they are dissolved.</p>
<p>As a practical matter, even if the confidentiality agreement remains in force, there may be nobody who will find it worthwhile to enforce the agreement.</p>
