Non Use Agreement Template for New Zealand

A Non Use Agreement creates legally binding restrictions that prevent recipients from using your confidential information, intellectual property, or sensitive business assets for their own purposes. Under New Zealand law, this agreement serves as a critical protective measure when you need to share valuable information with potential partners, service providers, or during business negotiations while maintaining complete control over how that information can be utilized.

When do you need this document?

You require a Non Use Agreement when engaging in business discussions that involve sharing proprietary information, trade secrets, or intellectual property. This includes technology licensing negotiations where you must demonstrate your innovations to potential licensees, merger and acquisition due diligence processes where sensitive financial data is disclosed, partnership discussions involving confidential business strategies, or when engaging consultants who need access to your proprietary systems. The agreement is also essential when sharing customer lists, marketing strategies, or technical specifications with potential collaborators who must examine but not exploit this information.

Key legal considerations

Your Non Use Agreement must clearly define what constitutes "Protected Information" and specify the exact restrictions on its use. The agreement should establish comprehensive security obligations requiring recipients to maintain confidentiality and implement appropriate safeguards. Include provisions for return or destruction of information upon request, and ensure the agreement covers all related companies and authorized representatives of the recipient. Consider including liquidated damages clauses to address potential breaches, as proving actual damages from misuse can be challenging. The agreement must also address the duration of restrictions and specify which information remains protected even after the agreement terminates.

Legal requirements in New Zealand

Under the Contract and Commercial Law Act 2017, your Non Use Agreement must meet fundamental contract formation requirements including clear offer, acceptance, and consideration. The Fair Trading Act 1986 requires that all terms be transparent and not misleading, particularly regarding the scope of restrictions and consequences of breach. If your protected information includes personal data, you must ensure compliance with the Privacy Act 2020, which governs collection, use, and disclosure of personal information. The Copyright Act 1994 provides additional protection for original works included in your confidential materials. Your agreement should incorporate common law principles regarding confidential information, ensuring that restrictions are reasonable in scope and duration. Consider including New Zealand-specific dispute resolution clauses and ensure that any liquidated damages provisions are genuine pre-estimates of loss rather than penalties, as New Zealand courts will not enforce penalty clauses.