Confidentiality Agreements
Basics
A confidentiality agreement (also known as a non-disclosure agreement or a confidential disclosure agreement) may be used to protect information from unwanted disclosure or misuse.
Confidentiality agreements are used in a wide range of situations: during the due diligence process preceding corporate transactions; during other kinds of pre-contract negotiations involving trade secrets; to protect the potential patentability of an invention; upon the disclosure of a new literary work; and so on.
Confidentiality undertakings are very often contained in other kinds of commercial agreement. Indeed, obligations of confidentiality may arise without any written agreement being signed: however, a written confidentiality agreement should reduce the uncertainty surrounding the existence and scope of any such obligations.
As with all commercial agreements, a balance must be struck between legal protection on the one hand, and the ease of getting the agreement signed on the other.
Key terms in a consultancy agreement may include: the definition of the confidential information; restrictions (and permissions) relating to further disclosure; obligations to keep the confidential information secure; the time period during which the information will remain confidential; and arrangements for the return of confidential information upon termination.
Free documents
Confidentiality letter - This basic one-way confidentiality letter (in Word format) has been drafted with ease-of-use in mind. It may be appropriate to use in some situations, but not in others. If you are in any doubt about its use, you should seek professional advice.
Third party resources
> Confidentiality and confidential disclosure agreements - A guide to confidentiality agreements from the UK Intellectual Property Office.
> Confidentiality agreement - A free precedent confidentiality agreement from the IPR Helpdesk (a body funded by the European Commission).
> Confidentiality agreements - Notes on the standard clauses in a confidentiality agreement, from the IPR Helpdesk.
> Example non-dislosure agreement for the sale of a business or website - A example agreement from Experienced People.
Get a quote
If you would like a quote for the preparation of a confidentiality agreement, please complete the form below.
Using these resources
Some of the laws relating to commercial contracting are complex and require a great deal of study to master.
The resources identified on this page may help you to identify legal issues and solve straightforward legal problems, but they do not go very far toward providing all the information you will need to prepare quality legal documentation.
If you require a commercial contract, we recommend that you instruct a professional. A badly drafted contract can be worse than no written contract at all.