Pre-Project Confidentiality Agreement

This Pre-Project Confidentiality Agreement, also known as a Non-Disclosure Agreement, is designed for use before a party decides whether to become involved in a project.

It allows project information to be examined and evaluated while imposing confidentiality and non-disclosure obligations on the recipient.

Protecting confidential information before project involvement

The agreement is suitable where one party is already involved in a project and another party needs access to information to decide whether to participate.

The recipient may use the information only for the agreed project evaluation purpose, and the agreement helps prevent wider disclosure.

Defining the project and confidential information

The project and the confidential information should be described in the schedules so both parties understand:

• what information is protected;
• what the project involves;
• how the information may be used; and
• how the information may not be used.

The recipient must also obtain similar confidentiality undertakings from relevant employees and third parties, such as sub-contractors, before any further disclosure.

Cloud storage and control of project information

Optional wording allows confidential information to be stored in the cloud using a data storage provider, but only with the disclosing party’s agreement.

Cloud storage may be a negotiation point because it involves further disclosure and reduces the disclosing party’s control over the information.

The template also deals with return or erasure of confidential information at the end of the agreement, including where full erasure may not be possible for technical or legal reasons.

Disclosure controls and confidentiality exceptions

The agreement covers key confidentiality controls and exceptions, including:

• permitted disclosure to authorised persons;
• mandatory disclosure, such as disclosure required by law;
• exceptions to confidentiality, including information entering the public domain through no fault of the recipient;
• proprietary rights in the confidential information; and
• enforcement and indemnity.

Optional personal data sharing clause

Optional wording is included where the confidential information contains a small amount of non-sensitive personal data. The clause is designed for controller-to-controller data sharing.

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

If cloud storage is used, the recipient will be appointing a processor in the data protection context and must have an appropriate agreement with the data storage provider.

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.

Pre-Project Confidentiality Agreement is part of Business . Just £38.50 + VAT provides unlimited downloads from Business for 1 year.