Limited Disclosure Agreement for Australia

Limited Disclosure Agreement Template for Australia

A Limited Disclosure Agreement is a specialized legal document under Australian law that defines and controls the selective sharing of confidential information between parties. Unlike a standard non-disclosure agreement, it specifically outlines both permitted and prohibited disclosures, providing a more nuanced approach to information sharing. The document incorporates Australian privacy law requirements, particularly those outlined in the Privacy Act 1988 (Cth), and includes specific provisions for data protection, permitted recipients, and security measures. It is particularly suitable for situations where parties need to share specific information while maintaining strict confidentiality over other related information.

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What is a Limited Disclosure Agreement?

The Limited Disclosure Agreement serves as a crucial legal instrument in Australian business operations where selective sharing of confidential information is required. This document type is particularly relevant when parties need to share specific information while maintaining strict confidentiality over other related matters. It differs from a standard non-disclosure agreement by explicitly defining both permitted and prohibited disclosures, making it ideal for complex business relationships where information sharing needs to be carefully controlled. The agreement incorporates requirements from Australian federal and state legislation, including the Privacy Act 1988 (Cth) and relevant common law principles. It is commonly used in situations involving partial disclosure of trade secrets, selective sharing of intellectual property, or limited access to sensitive commercial information.

What sections should be included in a Limited Disclosure Agreement?

1. Parties: Identifies and provides full details of all parties to the agreement

2. Background: Explains the context and purpose of the agreement, including the relationship between the parties

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Permitted Purpose', and 'Permitted Disclosures'

4. Scope of Permitted Disclosure: Clearly outlines what information may be disclosed, to whom, and under what circumstances

5. Confidentiality Obligations: Details the core obligations regarding protection of confidential information and prohibited disclosures

6. Security Measures: Specifies the required security measures for protecting confidential information

7. Term and Termination: Specifies the duration of the agreement and circumstances for termination

8. Return or Destruction of Information: Procedures for handling confidential information after the agreement ends

9. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments

What sections are optional to include in a Limited Disclosure Agreement?

1. Competitive Activities: Required when parties are competitors or may become competitors, addressing non-compete aspects

2. Intellectual Property Rights: Needed when confidential information includes IP that requires specific protection measures

3. Data Privacy Compliance: Required when personal information is included in the disclosed information

4. International Transfer Provisions: Needed when information may be transferred across international borders

5. Audit Rights: Optional section giving right to audit compliance with the agreement

6. Insurance Requirements: Required when specific insurance coverage is needed for handling sensitive information

7. Force Majeure: Optional clause addressing circumstances beyond parties' control affecting compliance

What schedules should be included in a Limited Disclosure Agreement?

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of information covered by the agreement

2. Schedule 2 - Permitted Recipients: List of authorized individuals or entities who may receive the confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and procedures for handling confidential information

4. Appendix A - Permitted Disclosure Format: Templates or formats for how information should be disclosed

5. Appendix B - Notification Requirements: Forms and procedures for required notifications under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Genie AI

Sector

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Research & Development

Biotechnology

Defense

Energy

Telecommunications

Mining

Education

Legal Services

Consulting

Relevant Teams

Legal

Compliance

Information Security

Risk Management

Research and Development

Business Development

Executive Leadership

Information Technology

Finance

Operations

Corporate Affairs

Intellectual Property

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Counsel

Compliance Officer

Chief Information Security Officer

Chief Technology Officer

Chief Financial Officer

Business Development Manager

Research Director

Project Manager

Intellectual Property Manager

Contract Manager

Privacy Officer

Risk Manager

Information Security Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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