Contractor’s Confidentiality Agreement Template

Contractor’s Confidentiality Agreement

TR.C&L.09.08

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 Contractor’s Confidentiality Agreement (also known as an NDA) is designed for use in situations where a contractor is to be engaged to carry out certain work and, in the course of carrying out that work, will require access to certain confidential or other proprietary information. The terms of this agreement thus restrict and govern the use of such information by the contractor, requiring the contractor to keep the information confidential and secure.

Recently updated and brought in line with our other NDA templates, this agreement now includes new provisions designed to make it more effective than ever before, making things not only tighter but also clearer. Specific attention is now given to data security – whether for hardcopy files or electronic – and provision is also made for situations in which personal data (as defined by the Data Protection Act 1998) is incorporated in the confidential information. Further improvements can be found in the area of liability and indemnity, the provisions for which have now been made clearer.

The contract work itself and the information to be provided should be described in detail in the schedules provided (which also provide the option to simply attach the relevant contract if desired) so as to ensure that both parties to the agreement know exactly what information is confidential and what it may be used for.

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 Contractor’s Confidentiality Agreement contains the following clauses:
1. Definitions and Interpretation
2. Disclosure
3. Storage of Confidential Information
4. Employee Undertakings
5. Third Party Disclosure and Undertakings
6. Proprietary Rights
7. Exceptions to Non-Disclosure and Confidentiality
8. Term
9. Enforcement and Indemnity
10. Exclusion and Limitation of Liability
11. Non-Assignment of Agreement
12. Communication
13. No Waiver
14. Severance
15. Entire Agreement
16. Third Party Rights
17. Variation
18. Law and Jurisdiction

and the following schedules:
1. The Confidential Information
2. The Contract Work
[3. Receiving Party’s Data Protection Policy]

This Contractor’s Confidentiality 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.

Top