Confidentiality Agreement Template

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 to include new optional provisions dealing with personal data in accordance with the GDPR and the Data Protection Act 2018. The first is designed to cover personal data sharing (controller-to-controller) and the second, personal data processing (controller-to-processor). 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.

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

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.