Confidentiality And Security Agreement Template for England and Wales

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Key Requirements PROMPT example:

Confidentiality And Security Agreement

I need a Confidentiality and Security Agreement to protect sensitive information being shared with a software development contractor, including specific provisions for handling cloud-based data and source code, with the agreement starting from March 2025.

Document background
This Confidentiality And Security Agreement is designed for situations where parties need to share sensitive information while ensuring both its confidentiality and security. It is governed by English and Welsh law and incorporates comprehensive provisions for data protection, information security, and confidentiality obligations. The agreement is particularly relevant in today's digital environment where data breaches and cyber security threats are significant concerns. It includes specific technical and organizational measures for data protection, making it suitable for both traditional business relationships and modern digital collaborations.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including definition of Confidential Information

4. Obligations of Confidentiality: Core confidentiality duties and requirements including use, disclosure and protection of confidential information

5. Security Requirements: Specific security measures and protocols required to protect the confidential information

6. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

7. Return or Destruction of Information: Procedures for returning or destroying confidential information upon termination

8. General Provisions: Standard contract clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Data Protection Compliance: Additional provisions for compliance with UK GDPR and Data Protection Act when personal data is involved

2. Third Party Access: Provisions governing the sharing of confidential information with third parties such as advisors or subcontractors

3. International Transfer Provisions: Specific requirements for cross-border transfers of confidential information

4. Industry-Specific Requirements: Additional provisions required for specific regulated industries such as financial services or healthcare

Suggested Schedules

1. Schedule 1 - Security Protocols: Detailed technical and organizational security measures required to protect the confidential information

2. Schedule 2 - Authorized Personnel: List of individuals or roles authorized to access and handle the confidential information

3. Schedule 3 - Categories of Confidential Information: Detailed categorization and examples of information covered by the agreement

4. Schedule 4 - Data Processing Requirements: Specific procedures and requirements for handling and processing confidential data

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

Clauses
Industries

UK GDPR and Data Protection Act 2018: Core data protection legislation governing how personal data must be processed, stored, and protected, including requirements for data security and confidentiality

Trade Secrets (Enforcement, etc.) Regulations 2018: Legislation protecting confidential business information that provides commercial advantage, including remedies for misuse of trade secrets

Common Law Contract Principles: Fundamental principles governing contract formation, including offer, acceptance, consideration, and intention to create legal relations

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, particularly regarding limitation of liability and reasonableness of terms

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract that benefits them

Employment Rights Act 1996: Employment legislation relevant when confidentiality agreements involve employees or workers

Computer Misuse Act 1990: Criminal law addressing unauthorized access to computer systems and data, relevant for security provisions

Network and Information Systems Regulations 2018: Legislation setting security requirements for network and information systems

Common Law Breach of Confidence: Legal principle protecting confidential information and providing remedies for unauthorized disclosure

Copyright, Designs and Patents Act 1988: Intellectual property legislation protecting creative works, relevant when confidential information includes IP

Privacy and Electronic Communications Regulations 2003: Regulations governing privacy in electronic communications, including security requirements for electronic data

Industry-Specific Regulations: Sector-specific regulations such as Financial Services and Markets Act 2000 or healthcare regulations that may impose additional confidentiality requirements

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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