Choosing your Confidentiality AgreementWe supply three different kinds of confidentiality agreement template: a unilateral confidentiality agreement for situations where there are two parties, and one is supplying confidential information to the other; a mutual confidentiality agreement template for situations where there are two parties, and each is supplying confidential information to the other; and a multilateral confidentiality agreement template, for use where there are more than two parties sharing confidential information. In addition, we have two different confidentiality letters available.
Each of our confidentiality agreement and letter templates is designed to protect the disclosure of confidential information in commercial situations. For example, they may be used to protect:
- confidential information disclosed in business negotiations;
- an invention - and the patentability of an invention - disclosed by an inventor to a manufacturer;
- a business concept disclosed as part of a tender process;
- a copyright work (such as an article or book) dislosed to a potential publisher;
- a piece of work disclosed by a supplier to a potential customer for the purpose of trying to generate business.
In addition to a basic obligation to keep the confidential information confidential, each template specifies that the confidential information may only be used for a (pre-defined) purpose, that the disclosee must use reasonable care to prevent disclosure, and that where further disclosure is permitted (e.g. to employees) then the person to whom the information is disclosed must also be under an obligation of confidence. Each of these more detailed obligations may be adapted or deleted to suit your circumstances.
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Learn more about Confidentiality AgreementsA confidentiality agreement can be used to help protect confidential information from unauthorised disclosure.
Confidentiality agreements are commonly used to protect sensitive information disclosed during preliminary business negotiations.
Confidentiality agreements are also called (amongst other things) "non disclosure agreements", "NDAs", "confidential disclosure agreements", "CDAs" and "secrecy agreements".
A "confidentiality agreement" may be defined as "a legal agreement between two or more natural or legal persons the principal purpose of which is to place obligations of confidentiality on one or more of those persons".
A confidentiality agreement may be unilateral (meaning only one party gives confidentiality undertakings), mutual (meaning both parties give confidentiality undertakings), or multilateral (meaning more than two parties give confidentiality undertakings).
The key issues in a typical confidentiality agreements are:
> the definition of confidential information;
> the scope of the obligations of confidentiality; and
> the consequences of termination of the agreement.
The confidential information that is the subject of the agreement may be defined very specifically (e.g. "the information comprised in the tender document disclosed to the recipient on 1 January") or more generally (e.g. "all information relating to the project disclosed by the disclosor to the disclosee during the term of this agreement"). Sometimes, a combination of these kinds of definition will be appropriate.
The obligations that govern the recipient's conduct in relation to the confidential information may also be specific or general. A general obligation might be to simply "keep the confidential information confidential". More specific obligations might address the classes of person to whom the information may be disclosed, the circumstances in which it may be disclosed, and the security measures to be used by the recipient to protect the confidentiality of the information.
It is common for the contractual draftsman to set out exactly what is expected of the parties upon the termination of the confidentiality agreement. For example, an agreement may stipulate that the recipient of confidential information must, within a certain period, return to the disclosing party all media containing the confidential information. Alternatively, there may be an obligation to destroy such media. In either case, there may be an obligation for the recipient to supply to the disclosing party a written statement confirming that the termination provisions of the confidentiality agreement have been complied with.
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