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1. Parties: Identifies and provides details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including reference to the business plan disclosure
3. Definitions and Interpretation: Defines key terms including 'Confidential Information', 'Business Plan', 'Permitted Purpose' and interpretation rules
4. Confidentiality Obligations: Core section detailing the obligations to maintain confidentiality and not disclose the information
5. Permitted Use and Disclosure: Specifies how the recipient may use the confidential information and to whom it may be disclosed
6. Security and Control Measures: Specifies how the confidential information must be protected and stored
7. Term and Survival: Duration of the agreement and which obligations survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information after the agreement ends
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Representatives and Advisers: Used when the recipient needs to share information with professional advisers or employees
2. Intellectual Property Rights: Include when the business plan contains patentable information or significant IP
3. Competition and Restraint: Used when the recipient is a competitor or could become one
4. Privacy Obligations: Include when the business plan contains personal information
5. Exceptions to Confidentiality: Used when specific carve-outs from confidentiality are needed (e.g., required by law)
6. Notice Requirements: Include when specific notification procedures for disclosure are needed
7. Securities Trading Restriction: Used when the business plan contains market-sensitive information
8. Publicity and Announcements: Include when there's a need to control public statements about the relationship
1. Schedule 1 - Description of Confidential Information: Detailed list or description of the confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle the confidential information
3. Schedule 3 - Security Protocols: Specific security measures required for protecting the confidential information
4. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by representatives who will access the information
Authorized Personnel
Authorized Purpose
Business Day
Business Plan
Confidential Information
Confidentiality Undertaking
Disclosing Party
Effective Date
Exceptions
Group Company
Intellectual Property Rights
Notice
Permitted Purpose
Personal Information
Recipient
Representatives
Security Measures
Subsidiary
Term
Third Party
Trade Secrets
Unauthorized Disclosure
Related Body Corporate
Proprietary Information
Confidentiality Period
Derived Information
Disclosed Information
Inside Information
Material Breach
Confidentiality Obligations
Permitted Use
Disclosure Restrictions
Information Protection
Return of Information
Term and Termination
Security Measures
Representatives' Obligations
Intellectual Property
Data Privacy
Breach Notification
Remedies
Indemnification
Warranties
Force Majeure
Assignment
Governing Law
Dispute Resolution
Notices
Severability
Entire Agreement
Amendment
Waiver
Costs
Counterparts
Survival
Third Party Rights
Competition Law Compliance
Technology
Financial Services
Healthcare
Manufacturing
Retail
Professional Services
Real Estate
Energy
Mining
Agriculture
Education
Transport and Logistics
Media and Entertainment
Telecommunications
Biotechnology
Construction
Hospitality
Environmental Services
Legal
Finance
Corporate Development
Strategy
Investment
Risk and Compliance
Executive Leadership
Business Development
Mergers and Acquisitions
Due Diligence
Corporate Secretary
Treasury
Chief Executive Officer
Chief Financial Officer
Business Development Manager
Investment Manager
Corporate Lawyer
Financial Analyst
Strategy Consultant
Venture Capital Associate
Private Equity Manager
Mergers & Acquisitions Director
Due Diligence Manager
Corporate Development Director
Investment Banker
Business Broker
Strategic Planning Manager
General Counsel
Risk Manager
Compliance Officer
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