Confidentiality Agreements


Confidentiality Agreements

Confidentiality Agreements

With commercial deals the use of a confidentiality agreement from the outset should be a standard feature where confidential information is being disclosed. Confidentiality agreements, also known as non-disclosure agreements aim to ensure the preservation of confidentiality. Its importance cannot be overstated. It is a safety net to protect the parties.

Confidentiality  Agreements

With commercial deals the use of a confidentiality agreement from the outset should be a standard feature where confidential information is being disclosed. Confidentiality agreements, also known as non-disclosure agreements aim to ensure the preservation of confidentiality. Its importance cannot be overstated. It is a safety net to protect the parties.

I have drafted confidentiality agreements for mergers, acquisitions, management buy outs, and the transfer of sportsmen.

The key feature of a confidential agreement is defining what confidential information is. In order to be capable of protection the information in question must have the necessary quality of confidence. The definition should be drafted carefully to ensure that it is neither too wide nor too narrow. A typical definition of confidential information will generally cover information relating to:

  • the business’ / individual’s financial information,
  • trade secrets,
  • contracts etc.

It is recommended that confidential information is only disclosed to a trustworthy recipient.

A discloser should, in addition to entering into the agreement, put practical measures in place to protect the information. For example, disclosing only what is absolutely necessary, providing hard copies of information only, or limiting the number of individuals who may receive the information. No information should be disclosed until the agreement has been signed by both parties and dated accordingly.

It is also good practice to have a record of all information that has been disclosed to the recipient and to get it to confirm receipt. The documents may need to be returned and therefore it is important to know what has been disclosed.

A carefully drafted confidentiality agreement will also deal with the management of the confidential information. It is not advisable to have an open ended agreement as under such circumstances it is difficult to manage the disclosed information. It is therefore advisable that the agreement limits the duration of the obligations to a fixed period (say two years or the completion of the transaction).

The objective of the confidentiality agreement is obvious. Its importance cannot be overstated. It is a safety net to protect the parties. In the event of a breach by one of the parties the affected party may sue the recipient for wrongful disclosure. It is advisable that a solicitor drafts the document to ensure it is fit for purpose. Therefore, we can help you draft this and any other commercial agreement that you may require.

At Glover Priest we have a specialist team of solicitors who can advise on commercial matters.

For further information on anything contained in this guide please contact our Head of Commercial, Ifzal Akhtar

Email:- ifzal.akhtar@gloverpriest.com

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