Confidentiality and Non-Dealing Agreement

This Confidentiality and Non-Dealing Agreement is designed for use alongside a services agreement where a contractor may access confidential business information and deal with the company’s customers or clients.

It combines confidentiality and non-disclosure provisions with restrictions on future dealing with those customers or clients.

Confidentiality and non-dealing in services relationships

Use this agreement where providing the services may involve:

• access to confidential information about the company or its business;
• interaction with the company’s customers or clients; and
• a need to restrict future contact or transactions with those customers or clients.

The non-dealing restriction is broader than a non-solicitation restriction. It aims to prevent future transactions between the contractor and the company’s customers or clients, regardless of who approaches whom, unless the company gives a waiver.

Controlling use and disclosure of confidential information

The agreement regulates how confidential information may be used and disclosed. The recipient must obtain similar confidentiality undertakings from relevant employees and third parties, such as sub-contractors, before any further disclosure.

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

Cloud storage and disclosure controls

Optional wording allows confidential information to be stored in the cloud using a data storage provider, but only with the disclosing party’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;
• enforcement and indemnity; and
• the optional territory for the non-dealing restriction.

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 recipient processes personal data on the disclosing party’s 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 this agreement.

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.

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