Guide to our One-Way Confidentiality Agreement
Here are the key points from the guide to our One-Way Confidentiality Agreement template. This agreement protects the release of confidential information or ideas by one party to another on condition they are not misused. (You will receive the full guide when you purchase the template.)
It might be used in respect of negotiations about a future joint project, an invention or the sale of the business of one to the other.
The protection of confidential or sensitive information is often required. You will need this sort of an agreement in place before you disclose your ideas or information, since they are not properly protected in the UK by copyright law.
Do not share your important information (either in writing or verbally) before the confidentiality agreement has been signed and returned to you.
A confidentiality agreement is sometimes called:
1. a confidentiality letter;
2. an NDA; or
3. a non-disclosure agreement.
If both of you are giving confidential ideas and information to the other, then instead you need a reciprocal confidentiality agreement template – click on the link.
Clauses in this Confidentiality Agreement
Date – Only insert the year for now. Complete the date once the agreement has been signed.
Party clauses – Complete the names of the two parties (the Discloser and the Recipient) and their addresses. If they’re companies, insert the country where they are incorporated and their company number.
(A) This explains the background to the confidentiality agreement.
1. Interpretation – Here we explain the key terms in the confidentiality agreement.
- “Confidential Information” – This states what constitutes confidential information – amend the words in the square brackets if need be, so that they refer to the types of information that might be disclosed under this agreement.
- “Copies” – This ensures that any Confidential Information on computer media, etc is covered, and not just hard copies.
- “Permitted Purpose” – State what the purpose is of the recipient’s receiving this information, e.g. to enter into a possible joint venture project together.
2. Purpose and use of disclosed information – Clause 2.2 states the confidential information is only to be used for the permitted purpose. Clause 2.3 states that any information disclosed prior to the date of the agreement is also to be protected.
Please note however that this is not ideal, and may not work if you did not state verbally that the information was to be kept confidential at the time it was disclosed – you should only disclose sensitive information after signing such an agreement. Clause 2.4 extends the protection to any copies the recipient makes as part of the permitted purpose, and means the discloser can require the originals and all copies to be returned, destroyed or erased.
3. Obligations – In addition to clauses 2.2 and 5, this clause sets out the rules for the protection of the confidential information – what the recipient can and cannot do.
4. Exceptions – This clause acknowledges that if the information has lost its characteristic of being confidential, the protection of the confidentiality agreement no longer applies to it. It is therefore important that the discloser is careful to maintain the secrecy of its information. These exceptions are standard provisions.
5. Permitted third party disclosure – This clause restricts the recipient passing on the information, even to members of staff. Choose which of the 2 options in clause 5.1.1 you prefer – the first is the more restrictive.
6. Copies – This clause means that copies must be limited in number, protected by the recipient and owned by the discloser.
7. Forced disclosure – In exceptional cases a court or other governmental authority having special powers might order disclosure of the information by the recipient. The recipient will have to comply if this is the case, but clause 7.2 sets some steps that must be taken first to demonstrate this is the case.
8. Term and termination – Even though this confidentiality agreement is terminable by either on notice, the confidentiality provisions will survive and remain in place without a time limit.