Pre-Project Confidentiality 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
This Pre-Project Confidentiality Agreement (also known as a Non-Disclosure
Agreement) is designed for use in situations where one party is to engage
in a project and a second party wishes to determine whether or not they
wish to become involved in that project. The terms of this agreement allow
the second party to examine and evaluate certain information pertaining to
the project whilst imposing obligations of confidentiality and
non-disclosure upon that party to ensure that knowledge of the project does
not extend further than desired.
This document has been updated to include a new optional provision dealing
with personal data in accordance with the GDPR (and, subsequently, the Data
Protection Act 2018), designed to cover personal data sharing
(controller-to-controller). 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.
The project itself and the information to be provided should be described
in detail in the schedules provided so as to ensure that both parties to
the agreement know exactly what information is confidential and what it may
be used for.
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 Pre-Project Confidentiality Agreement contains the following clauses:
1. Definitions and Interpretation
2. Confidential Information
3. Receiving Party’s Confidentiality Obligations
4. Storage of Confidential Information
5. Permitted Disclosure
6. Mandatory Disclosure
7. [Disclosure of Personal Data – Personal Data Sharing]
8. Proprietary Rights
9. Exceptions to Non-Disclosure and Confidentiality
11. Enforcement and Indemnity
12. No Further Obligation
13. No Partnership or Agency
14. Non-Assignment of Agreement
15. Entire Agreement
17. No Waiver
20. Third Party Rights
21. Law and Jurisdiction
And the following Schedules:
1. The Confidential Information
2. The Stated Purposes
3. [Personal Data Sharing]
This Pre-Project Confidentiality 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.