Confidentiality and Non-Dealing 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 further disclosure.
This document has been updated for Brexit. Optional references to data protection legislation have been updated with reference to the UK GDPR.
This Confidentiality and Non-Dealing Agreement is designed for use alongside a services agreement. In some relationships between a company and a contractor, the provision of services by the contractor will require a degree of interaction between the contractor and the company's customers or clients. In many cases, the contractor will handle considerable amounts of confidential information relating to the company and its business - information which would be very useful to its competitors.
In addition to ensuring the protection of the company’s valuable proprietary information, provisions in this document aim to prevent future contact between the contractor and the company’s customers or clients, prohibiting future transactions between the contractor and those customers or clients, regardless of who approaches whom, in the absence of a waiver from the company.
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 Confidentiality and Non-Dealing Agreement contains the following clauses:
1. Definitions and Interpretation
2. Confidential Information
3. [Contractor] [Consultant] [Agent] [Broker]’s Confidentiality Obligations
4. Storage of Confidential Information
5. Permitted Disclosure
6. Mandatory Disclosure
7. [Disclosure of Personal Data – Personal Data Sharing]
8. [Disclosure of Personal Data – Personal Data Processing]
9. Proprietary Rights
10. Exceptions to Non-Disclosure and Confidentiality
11. [Customers] OR [Clients] and Non-Dealing
14. Enforcement and Indemnity
15. No Further Obligation
16. No Partnership or Agency
17. Non-Assignment of Agreement
18. Entire Agreement
20. No Waiver
23. Third Party Rights
24. Law and Jurisdiction
And the following Schedules:
1. The Confidential Information
2. The Services
3. [Personal Data [Sharing] OR [Processing]]
4. [The Territory]
This Confidentiality and Non-Dealing 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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