Certainly. Below is a formal and precise example of a confidentiality clause, followed by a general framework for drafting such a clause.

### Example: Confidentiality Clause for a Contract Involving Business Trade Secrets

**Confidentiality Clause:**
“`
1. **Confidential Information:** For the purposes of this Agreement, “Confidential Information” shall mean any and all information disclosed by [Disclosing Party] to [Receiving Party], whether written, oral, or electronic, including, but not limited to, trade secrets, business plans, financial data, customer lists, marketing strategies, proprietary software, intellectual property, and any other information that the Disclosing Party considers confidential or proprietary.

2. **Obligations of Confidentiality:** The Receiving Party agrees to:
(a) Maintain the Confidential Information in strict confidence and take all reasonable precautions to protect such information from unauthorized disclosure.
(b) Not disclose, reproduce, or use the Confidential Information for any purpose other than those expressly authorized in writing by the Disclosing Party.
(c) Limit access to the Confidential Information to those employees, agents, or contractors who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

3. **Exceptions to Confidentiality:** The obligations of confidentiality shall not apply to any information that:
(a) Was in the public domain at the time of disclosure or enters the public domain without breach of this Agreement.
(b) Was lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.
(c) Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information.
(d) Is disclosed pursuant to a subpoena, court order, or other legal requirement, provided that the Receiving Party promptly notifies the Disclosing Party of such legal requirement to allow the Disclosing Party the opportunity to seek a protective order.

4. **Return of Confidential Information:** Upon termination of this Agreement or at the written request of the Disclosing Party, the Receiving Party shall immediately return or destroy all Confidential Information in its possession and certify such return or destruction in writing.

5. **Duration of Confidentiality Obligations:** The confidentiality obligations set forth herein shall survive the termination of this Agreement for a period of [insert duration, e.g., two (2) years] from the date of termination or until the Confidential Information no longer qualifies as confidential under this Agreement, whichever occurs first.

6. **Remedies:** The Receiving Party acknowledges that any breach of this confidentiality clause may cause irreparable harm to the Disclosing Party, and that the Disclosing Party shall be entitled to seek immediate injunctive relief, in addition to any other remedies available under law or equity.
“`

### Explanation of the Clause:
This confidentiality clause is designed to protect sensitive business information exchanged between the parties to a contract. Key provisions include:

1. **Definition of Confidential Information:** It clearly defines what constitutes confidential information and includes a broad range of business-related data, such as trade secrets, financial data, and proprietary software.

2. **Obligations of the Receiving Party:** This section places a duty on the receiving party to protect the confidentiality of the information, limiting its use and disclosure to necessary personnel or agents.

3. **Exceptions to Confidentiality:** Common exceptions to confidentiality obligations are outlined, including public domain information, pre-existing knowledge, independent development, and legal disclosure requirements.

4. **Return of Information:** Upon the conclusion of the agreement, the receiving party must either return or destroy the confidential information to ensure it is not retained beyond the contractual relationship.

5. **Duration of Obligations:** This ensures that confidentiality obligations remain in place for a set period after the agreement ends, ensuring long-term protection for the disclosing party.

6. **Remedies for Breach:** The clause includes remedies for breach, emphasizing the potential for injunctive relief to prevent unauthorized disclosure or misuse of confidential information.

### Framework for Drafting a Confidentiality Clause:
1. **Identify the Type of Confidential Information:** Define what constitutes confidential information, ensuring all sensitive or proprietary data is covered.

2. **Detail Obligations of the Receiving Party:** Specify the receiving party’s obligations to safeguard, limit access, and prevent misuse of the information.

3. **Include Exceptions:** Clarify any exceptions to confidentiality, such as information in the public domain or legal disclosure obligations.

4. **Return and Destruction of Information:** Address the procedure for the return or destruction of confidential information upon the agreement’s termination or at the disclosing party’s request.

5. **Duration of Confidentiality Obligations:** Specify the length of time the confidentiality obligations will remain in effect after the agreement terminates.

6. **Specify Remedies:** Clearly outline the legal consequences of a breach, including both legal actions and potential remedies.

### Legal Considerations:
– **Enforceability:** Ensure that the confidentiality obligations are reasonable in scope, duration, and terms, as overly broad clauses may not be enforceable in certain jurisdictions.
– **Jurisdictional Issues:** Consider the jurisdiction where the contract will be enforced, as laws regarding confidentiality may vary.
– **Clarity:** The clause should be written clearly to avoid ambiguity, ensuring both parties understand their rights and obligations.

This confidentiality clause provides strong protection for sensitive business information and ensures that the receiving party is legally obligated to keep it confidential. If further customization is needed based on the nature of the information or specific industry standards, adjustments can be made.