Disclosure Agreement

Businesses often need to share proprietary, commercial or sensitive information while keeping control over how it is used. In some transactions, the recipient may need permission to pass some or all of that information to a third party.

This Disclosure Agreement is designed for use where confidential information has already been disclosed under a main Non-Disclosure Agreement and the receiving party now needs permission to disclose agreed information to a third party recipient.

Third party disclosure of confidential information

This agreement allows the original disclosing party to authorise further disclosure while keeping the process controlled and documented.

It is intended to be used alongside one of the standard Non-Disclosure Agreements, with the same basic party roles:

• the disclosing party owns the confidential information;
• the receiving party has received that information under the main NDA; and
• the third party recipient is the person or organisation to whom further disclosure is to be made.

Requirement for a further NDA with the third party

The agreement requires the receiving party to enter into a further Non-Disclosure Agreement with the third party recipient before making the disclosure.

The single-party Non-Disclosure Agreement (BS.NDA.01) is recommended for that purpose. Optional wording and a schedule are included so that the NDA or confidentiality undertaking template can be attached if required.

Limiting and tracking what may be disclosed

Only the agreed confidential information may be disclosed to the third party. If further information later needs to be disclosed, the process should be repeated so that each disclosure is separately authorised and recorded.

This helps ensure that all disclosed information is protected by confidentiality undertakings and can be tracked through the schedules to the relevant agreements.

Dispute resolution and standard contract protections

The template includes updated standard contractual clauses designed to provide greater clarity and legal certainty.

It also includes a dispute resolution clause with options that may be considered before court action, including:

• good faith negotiations;
• an agreed ADR procedure; and
• arbitration.

Suitable legal advice should always be sought in the event of a contractual dispute.

Disclosure Agreement is part of Business . Just £38.50 + VAT provides unlimited downloads from Business for 1 year.