This Confidentiality Agreement is designed for use in situations where parties need to share sensitive business, technical, or commercial information while ensuring its protection. It is particularly relevant for business negotiations, joint ventures, employment relationships, and commercial transactions. The agreement, governed by English and Welsh law, establishes clear obligations for handling confidential information, includes provisions for both routine business operations and exceptional circumstances, and provides legal remedies in case of breach. This document reflects current legal requirements including data protection regulations and trade secrets protection under UK law.
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1. Parties: Identification of the parties entering into the agreement
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Confidential Information: Definition and scope of confidential information
5. Obligations of Confidentiality: Core confidentiality obligations
6. Permitted Disclosures: Circumstances where disclosure is allowed
7. Term and Termination: Duration of obligations and termination provisions
8. Return of Confidential Information: Provisions for returning or destroying confidential information
9. Governing Law and Jurisdiction: Applicable law and courts
1. Data Protection: Specific provisions for personal data handling when personal data is involved
2. Intellectual Property Rights: Protection of IP rights in confidential information when IP rights are relevant to the disclosed information
3. Non-Solicitation: Restrictions on approaching employees/customers in business-to-business contexts
4. Non-Competition: Restrictions on competitive activities in specific business relationships
5. Insurance: Requirements for insurance coverage for high-value or high-risk information
1. Description of Confidential Information: Detailed list or categories of confidential information
2. Authorised Recipients: List of individuals or roles permitted to access the information
3. Security Requirements: Specific security measures required for information protection
4. Form of Acknowledgment: Template for authorized recipients to acknowledge confidentiality obligations
Relevant legal definitions
Confidential Information
Permitted Purpose
Authorised Recipients
Disclosing Party
Receiving Party
Representatives
Affiliate
Business Day
Effective Date
Term
Personal Data
Data Protection Legislation
Intellectual Property Rights
Trade Secrets
Professional Advisers
Security Requirements
Excluded Information
Group
Permitted Disclosures
Agreement
Permitted Purpose
Authorised Recipients
Disclosing Party
Receiving Party
Representatives
Affiliate
Business Day
Effective Date
Term
Personal Data
Data Protection Legislation
Intellectual Property Rights
Trade Secrets
Professional Advisers
Security Requirements
Excluded Information
Group
Permitted Disclosures
Agreement
Clauses
Confidentiality Obligations
Non-Disclosure
Permitted Use
Permitted Disclosure
Return of Information
Data Protection
Intellectual Property
Term and Duration
Termination
Survival
Remedies
Indemnification
Security Measures
Notice Requirements
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Variation
Non-Disclosure
Permitted Use
Permitted Disclosure
Return of Information
Data Protection
Intellectual Property
Term and Duration
Termination
Survival
Remedies
Indemnification
Security Measures
Notice Requirements
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Variation
Relevant Industries
Relevant Teams
Relevant Roles
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