- A Confidentiality Agreement shouldn’t mean you trust
someone you otherwise wouldn’t and can be difficult to
enforce - You may wish to label confidential information or use
technical measures to prevent unauthorised use or
copying - Disclosure can be limited or staggered depending on
how close the relationship is - Best way to protect confidential information is not to
disclose at all in the first place
Confidentiality agreements
- Describes what the information may be used for
- Must be accurate and unambiguous
- Doesn’t need to include all the details of the intended
relationship - Use should be restricted to the permitted purpose
Specific security obligations may be required
depending on:
- How sensitive the information being disclosed is
- How much information is disclosed
- What format it’s in
- What the permitted purpose is
- Definition should be broad enough to cover all
relevant types of information - Is there any specific information (or intellectual
property) that you wish to protect? - Consider what isn’t included (public information for
example).
- Depends on how time-sensitive the information is
- Many agreements will have indefinite obligations
- What are you actually looking to protect? Would other
restrictions be more appropriate? - Non-solicitation of employees
- Non-circumvention clauses to stop dealings with your
suppliers or clients - Provisions in relation to ownership and protection of IP