Pre-Project Confidentiality Agreement Template

Pre-Project Confidentiality 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 Pre-Project Confidentiality Agreement (also known as a Non-Disclosure Agreement) is designed for use in situations where one party is to engage in a project and a second party wishes to determine whether or not they wish to become involved in that project. The terms of this agreement allow the second party to examine and evaluate certain information pertaining to the project whilst imposing obligations of confidentiality and non-disclosure upon that party to ensure that knowledge of the project does not extend further than desired.

Recently updated, this template 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 project itself and the information to be provided should be described in detail in the schedules provided 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 Pre-Project 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 Project
[3. Receiving Party’s Data Protection Policy]

This Pre-Project 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.