Proprietary Information Agreement Template for England and Wales

A Proprietary Information Agreement is a legally binding contract that protects sensitive business information when you need to share it with external parties. Under England and Wales law, this agreement creates enforceable confidentiality obligations that safeguard your trade secrets, technical data, business strategies, and intellectual property from unauthorised use or disclosure.

When do you need this document?

You require a Proprietary Information Agreement whenever you're considering sharing confidential information with potential business partners, investors, contractors, or employees. This includes situations such as merger and acquisition discussions, joint venture negotiations, product development collaborations, or when engaging consultants who need access to proprietary systems or data. The agreement is particularly crucial in technology sectors, manufacturing, and professional services where competitive advantages depend on maintaining information secrecy. You should have this agreement signed before any confidential discussions begin, as information disclosed without protection may lose its confidential status permanently.

Key legal considerations

Your agreement must clearly define what constitutes "Confidential Information" to ensure enforceability under English law. This definition should encompass technical data, business plans, customer lists, financial information, and any other proprietary materials specific to your circumstances. The agreement should specify permitted uses of the information, typically limiting the receiving party to evaluation purposes only. Include provisions for return or destruction of confidential materials upon request or agreement termination. Consider including non-solicitation clauses to prevent the receiving party from poaching employees or customers identified through the confidential information. Ensure the agreement addresses remedies for breach, including injunctive relief and damages, as monetary compensation alone may be insufficient for confidentiality breaches.

Legal requirements in England and Wales

Under England and Wales law, your Proprietary Information Agreement must comply with the Trade Secrets (Enforcement, etc.) Regulations 2018, which implement the EU Trade Secrets Directive and define protected information as having commercial value, being generally unknown, and subject to reasonable secrecy measures. If the confidential information includes personal data, you must ensure compliance with the Data Protection Act 2018 and UK GDPR, particularly regarding lawful bases for processing and data subject rights. The agreement should reference common law confidentiality principles established in cases like Coco v A.N. Clark, which require the information to have necessary quality of confidence and be imparted in circumstances importing an obligation of confidence. Consider the Copyright, Designs and Patents Act 1988 implications if the confidential information includes intellectual property that may be subject to separate IP protection. Ensure the agreement's duration is reasonable and proportionate to the nature of the information being protected.