Assignment of confidential information

An assignment of confidential information describes the transfer, usually in a business sale or technology deal, of the right to use and protect a company's confidential information, such as formulas, processes, pricing and plans. Because Canadian law generally does not treat information as property, these deals work through contract terms and the transfer of confidentiality obligations rather than a transfer of ownership.

How BC law treats it

Confidential business information is protected by contract and by the equitable action for breach of confidence (Lac Minerals Ltd v International Corona Resources Ltd, [1989] 2 SCR 574). The Supreme Court of Canada has held that confidential information is not property for the purposes of theft (R v Stewart, [1988] 1 SCR 963). BC's Personal Information Protection Act deals with personal information about individuals, not business confidential information.

What it means for your business

A buyer of a business should make sure it receives the benefit of existing confidentiality and non-disclosure agreements, and that the seller is bound to keep the information confidential after closing.

Risks and common mistakes

If information has not been kept confidential before the sale, for example because staff or contractors were never bound by confidentiality terms, there may be little left to protect or transfer.

For the full explanation, see our entry on Assignment of intellectual property.

General information about British Columbia and Canadian law, current to October 2026. It is not legal advice.