Pre-Project Confidentiality Agreement Template

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 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
10. Term
11. Enforcement and Indemnity
12. No Further Obligation
13. No Partnership or Agency
14. Non-Assignment of Agreement
15. Entire Agreement
16. Variation
17. No Waiver
18. Severance
19. Communication
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.

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