Confidentiality agreements

Confidentiality agreements are also called Non-Disclosure Agreements (NDAs) and their purpose is to define and protect confidential information. They can be one-way (where only one side is giving out information) or mutual (where both are).  

  • 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
  • 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