Contractor’s Confidentiality Agreement

This Contractor’s Confidentiality Agreement, also known as an NDA, is for use where a contractor needs access to confidential or proprietary information to carry out agreed work.

It restricts the contractor’s use of that information and requires it to be kept confidential and secure.

Confidentiality protection when engaging a contractor

Use this agreement where a company needs to share confidential information with a contractor for specific contract work.

• the contractor may use the information only for the agreed work;
• further disclosure is restricted to what the agreement permits; and
• employees, sub-contractors and other relevant third parties must give similar confidentiality undertakings before any further disclosure.

Defining the contract work and protected information

The schedules identify the confidential information and the contract work, so both parties know what is protected and how the information may be used.

The relevant contract can also be attached if preferred.

Cloud storage and disclosure controls

Optional wording allows the contractor to store confidential information in the cloud using a data storage provider, but only with the company’s agreement.

The agreement also covers:

• return or erasure of information at the end of the agreement;
• permitted disclosure and mandatory disclosure;
• exceptions to confidentiality;
• proprietary rights; and
• enforcement and indemnity.

Optional personal data clauses

Optional clauses are included where the confidential information contains a small amount of non-sensitive personal data. These cover:

• controller-to-controller data sharing; and
• controller-to-processor processing, where the company is the controller and the contractor processes personal data on its instructions.

For larger amounts of personal data or higher-risk personal data, a dedicated data sharing agreement or data processing agreement may be preferable alongside the NDA.

The data protection clauses do not allow personal data transfers outside the UK, or optionally the EEA, which should be considered if cloud storage is proposed.

Contractor’s Confidentiality Agreement is part of Business . Just £38.50 + VAT provides unlimited downloads from Business for 1 year.