Confidentiality and Non-Solicitation Agreement Template

Confidentiality and Non-Solicitation Agreement


Businesses may exchange proprietary and sensitive information for many different reasons. It will often be the case that the party which has developed and owns that information will seek to keep it secret, allowing the recipient to use that information for limited purposes and prohibiting further disclosure.

This document has been updated to include new optional provisions dealing with personal data in accordance with the GDPR and the Data Protection Act 2018. The first is designed to cover personal data sharing (controller-to-controller) and the second, personal data processing (controller-to-processor). Additional improvements include new, tighter restrictions on the permitted use of confidential information, more detailed provisions on “permitted disclosure” to Representatives (e.g. employees, contractors etc.) and new enforcement and indemnity provisions designed to offer improved protection and redress.

This Confidentiality and Non-Solicitation Agreement is designed for use alongside a services agreement. In some relationships between a company and a contractor, the provision of services by the contractor will require a degree of interaction between the contractor and the company's customers or clients. In many cases, the contractor will handle considerable amounts of confidential information relating to the company and its business - information which would be very useful to its competitors. What’s more, in some cases the contractor may be required to actively solicit customers for the company.

In addition to ensuring the protection of the company’s valuable confidential information, provisions in this document aim to prevent future solicitation by the contractor of the company’s customers or clients in the absence of a waiver from the company. Unlike the Confidentiality and Non-Dealing Agreement, the restrictions will not apply if the client in question approaches the contractor – the contractor is only prohibited from going after clients themselves.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This Confidentiality and Non-Solicitation Agreement contains the following clauses:

1. Definitions and Interpretation
2. Confidential Information
3. [Contractor] [Consultant] [Agent] [Broker]’s Confidentiality Obligations
4. Storage of Confidential Information
5. Permitted Disclosure
6. Mandatory Disclosure
7. [Disclosure of Personal Data – Personal Data Sharing]
8. [Disclosure of Personal Data – Personal Data Processing]
9. Proprietary Rights
10. Exceptions to Non-Disclosure and Confidentiality
11. [Customers] OR [Clients] and Non-Solicitation
12. Term
13. Enforcement and Indemnity
14. No Further Obligation
15. No Partnership or Agency
16. Non-Assignment of Agreement
17. Entire Agreement
18. Variation
19. No Waiver
20. Severance
21. Communication
22. Third Party Rights
23. Law and Jurisdiction

And the following Schedules:
1. The Confidential Information
2. The Services
3. [Personal Data [Sharing] OR [Processing]]
4. [The Territory]

This Confidentiality and Non-Dealing Agreement is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

Once you have purchased access to the appropriate document folder click on the “Download Document” link below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.