General Confidentiality Agreement for the United Kingdom

General Confidentiality Agreement Template for England and Wales

A General Confidentiality Agreement under English and Welsh law is a legally binding document that establishes obligations for protecting confidential information shared between parties. It defines what constitutes confidential information, sets out the terms for its use and disclosure, and specifies the duration of confidentiality obligations. The agreement includes remedies for breach and is enforceable under the jurisdiction of England and Wales, incorporating relevant provisions from UK legislation including the Trade Secrets Regulations 2018 and Data Protection Act 2018.

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What is a General Confidentiality Agreement?

A General Confidentiality Agreement is essential when parties need to share sensitive information while ensuring its protection and confidentiality. This agreement, governed by English and Welsh law, is commonly used in business negotiations, partnerships, employment relationships, and commercial transactions. It defines the scope of confidential information, permitted uses, disclosure restrictions, and obligations for information protection. The agreement incorporates requirements from relevant UK legislation and provides legal remedies in case of breach.

What sections should be included in a General Confidentiality Agreement?

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context and purpose of the confidentiality agreement

3. Definitions: Key terms used throughout the agreement, including definition of confidential information

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed

6. Term and Termination: Duration of the agreement and termination provisions

7. Return of Confidential Information: Obligations regarding return or destruction of confidential information

What sections are optional to include in a General Confidentiality Agreement?

1. Data Protection: Additional provisions when personal data is involved in the confidential information

2. Intellectual Property Rights: Protection of IP rights in confidential information when IP is involved

3. International Transfer: Provisions for cross-border transfer of confidential information when applicable

4. Non-Solicitation: Restrictions on soliciting employees or customers in business-to-business contexts

What schedules should be included in a General Confidentiality Agreement?

1. Description of Confidential Information: Detailed list or categories of confidential information covered

2. Authorized Recipients: List of individuals or roles authorized to receive confidential information

3. Security Requirements: Specific security measures required for protecting confidential information

4. Form of Acknowledgment: Template for authorized recipients to acknowledge confidentiality obligations

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

England and Wales

Publisher

Genie AI

Cost

Free to use
Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Implements the EU Trade Secrets Directive, defines trade secrets and their protection, and outlines remedies for breach of confidentiality

Data Protection Act 2018 and UK GDPR: Governs handling of personal data, including requirements for data processing, transfer restrictions, and data subject rights when confidential information includes personal data

Common Law Contract Principles: Fundamental principles of contract law including common law principles of confidentiality, equitable principles of confidence, and contract formation requirements under English law

European Union (Withdrawal) Act 2018: Covers retained EU law affecting confidentiality and post-Brexit implications for confidentiality agreements

Freedom of Information Act 2000: Relevant when one party is a public body, detailing statutory exemptions for confidential information

Computer Misuse Act 1990: Applies to electronically stored confidential information and provides protection against unauthorized access

Employment Rights Act 1996: Relevant for agreements involving employees and post-employment confidentiality obligations

Common Law Duties of Confidence: Covers equitable doctrine of breach of confidence and relevant principles established through case law

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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