Confidentiality Agreements: Selection

We supply a range of different template confidentiality agreements and confidentiality letters.

The unilateral confidentiality agreements and letters are designed for situations where there are two parties, and one is supplying confidential information to the other. Mutual confidentiality agreements should be used in situations where there are two parties, and each is supplying confidential information to the other. And multilateral confidentiality agreements should be used in situations where there are more than two parties sharing confidential information.

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) disclosed to a potential publisher;
• a piece of work disclosed by a supplier to a potential customer for the purpose of trying to generate business.

Learn More About Confidentiality Agreements

A 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.

Contract Drafting and Negotiation Service

We regularly draft and negotiate a wide range of commercial legal documents for our clients.

With SEQ Legal's contract drafting and negotiation service, you can expect:

• first class legal expertise and experience
• a commitment to client service
• responsiveness and friendliness
• efficiency, fixed fees and low costs

Sample Templates

You can access sample versions of the confidentiality letters here:

Sample Confidentiality Letter (unilateral, basic)
Sample Confidentiality Letter (unilateral)

Sample versions of the confidentiality agreements are also available here:

Sample Confidentiality Agreement (unilateral)
Sample Confidentiality Agreement (mutual)
Sample Confidentiality Agreement (multilateral)