Confidentiality and Non-Solicitation Agreement Template

Confidentiality and Non-Solicitation 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 Confidentiality and Non-Solicitation 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. What’s more, in some cases the contractor may be required to actively solicit customers for the company.

In addition to ensuring the protection of the company’s valuable confidential information, provisions in this document aim to prevent future solicitation by the contractor of the company’s customers or clients in the absence of a waiver from the company. Unlike the Confidentiality and Non-Dealing Agreement, the restrictions will not apply if the client in question approaches the contractor – the contractor is only prohibited from going after clients themselves.

Recently updated and brought in line with our other confidentiality templates, this agreement now includes new NDA 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.

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-Solicitation Agreement contains the following clauses:
1. Definitions and Interpretation
2. Confidential Information
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. [Customers] OR [Clients] and Non-Solicitation
9. [Non-Competition]
10. Skills and Experience
11. Term
12. Enforcement and Indemnity
13. Exclusion and Limitation of Liability
14. Non-Assignment of Agreement
15. Communication
16. No Waiver
17. Severance
18. Entire Agreement
19. Third Party Rights
20. Variation
21. Law and Jurisdiction

and the following schedules:
1. The Confidential Information
2. The Services
[3. The [Contractor] [Consultant] [Agent] [Broker]’s Party’s Data Protection Policy]
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.