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Confidentiality Agreement

Confidential Information

Confidential Information

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Your Confidentiality Agreement

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THIS CONFIDENTIALITY AGREEMENT ("the Agreement") dated this ________ day of ________________, ________.


____________________ of ____________________________________________________________
(the "Employer")


- AND -

____________________ of ____________________________________________________________
(the "Employee")



  1. The Employee is currently or may be employed as an employee with the Employer for the position of: __________. In addition to this responsibility or position (the "Employment"), this Agreement also covers any position or responsibility now or later held with the Employer.
  2. The Employee will receive from the Employer, or develop on the behalf of the Employer, Confidential Information as a result of the Employment (the "Permitted Purpose").

IN CONSIDERATION OF and as a condition of the Employer employing the Employee and the Employer providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

  1. Confidential Information
  2. All written and oral information and materials disclosed or provided by the Employer to the Employee under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Employee.
  3. The Employee acknowledges that in any position the Employee may hold, in and as a result of the Employee's employment by the Employer, the Employee will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Employer and which information is the exclusive property of the Employer.
  4. 'Confidential Information' means all data and information relating to the business and management of the Employer, including but not limited to, the following:
    1. 'Business Operations' which includes internal personnel and financial information of the Employer, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Employer, and the manner and methods of conducting the Employer's business;
    2. 'Customer Information' which includes names of customers of the Employer, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Employer;
    3. 'Intellectual Property' which includes information relating to the Employer's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
    4. 'Service Information' which includes all data and information relating to the services provided by the Employer, including but not limited to, plans, schedules, manpower, inspection, and training information;
    5. 'Product Information' which includes all specifications for products of the Employer as well as work product resulting from or related to work or projects performed or to be performed for the Employer or for clients of the Employer, of any type or form in any stage of actual or anticipated research and development;
    6. 'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of the Employer, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
    7. 'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Employer;
    8. 'Marketing and Development Information' which includes marketing and development plans of the Employer, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Employer which have been or are being discussed;
    9. 'Computer Technology' which includes all scientific and technical information or material of the Employer, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
    10. 'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Employer, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs; and
    11. Confidential Information will also include any information that has been disclosed by a third party to the Employer and is protected by a non-disclosure agreement entered into between the third party and the Employer.
  5. Confidential Information will not include the following information:
    1. Information that is generally known in the industry of the Employer;
    2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Employee;
    3. Information rightly in the possession of the Employee prior to receiving the Confidential Information from the Employer;
    4. Information that is independently created by the Employee without direct or indirect use of the Confidential Information; or
    5. Information that the Employee rightfully obtains from a third party who has the right to transfer or disclose it.
  6. Confidential Obligations
  7. Except as otherwise provided in this Agreement, the Employee must keep the Confidential Information confidential.
  8. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Employer and will only be used by the Employee for the Permitted Purpose. The Employee will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Employer or any associated affiliates or subsidiaries.
  9. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Employee in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.
  10. The Employee may disclose any of the Confidential Information:
    1. to such agents, representatives and advisors of the Employee that have a reasonable need to know for the Permitted Purpose provided that:
      1. the Employee has informed such personnel of the confidential nature of the Confidential Information;
      2. such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Employee;
      3. the Employee agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
      4. the Employee agrees to be responsible for and indemnify the Employer for any breach of this Agreement by their personnel.
    2. to a third party where the Employer has consented in writing to such disclosure; and
    3. to the extent required by law or by the request or requirement of a court of law, a regulatory body, or an administrative tribunal.
  11. Avoiding Conflict of Opportunities
  12. It is understood and agreed that any business opportunity relating to or similar to the Employer's current or anticipated business opportunities coming to the attention of the Employee during the Employee's employment is an opportunity belonging to the Employer. Accordingly, the Employee will advise the Employer of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Employer.
  13. Without the written consent of the Employer, the Employee further agrees not to directly or indirectly, engage or participate in any other business activities which the Employer, in its reasonable discretion, determines to be in conflict with the best interests of the Employer.
  14. Ownership and Title
  15. The Employee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Employer. Accordingly, the Employee specifically agrees and acknowledges that the Employee will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade mark or trade names, notwithstanding the fact that the Employee may have created or contributed to the creation of that Confidential Information.
  16. The Employee does hereby waive any moral rights that the Employee may have with respect to the Confidential Information.
  17. The Confidential Information will not include anything developed or produced by the Employee during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade mark or copyright that:
    1. was developed without the use of any equipment, supplies, facility or Confidential Information of the Employer;
    2. was developed entirely on the Employee's own time;
    3. does not relate to the actual business or reasonably anticipated business of the Employer;
    4. does not relate to the actual or demonstrably anticipated processes, research, or development of the Employer; and
    5. does not result from any work performed by the Employee for the Employer.
  18. The Employee agrees to immediately disclose to the Employer all Confidential Information developed in whole or in part by the Employee during the term of the Employment and to assign to the Employer any right, title or interest the Employee may have in the Confidential Information. The Employee agrees to execute any instruments and to do all other things reasonably requested by the Employer (both during and after the term of the Employment) in order to vest more fully in the Employer all ownership rights in those items transferred by the Employee to the Employer.
  19. Remedies
  20. The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Employer. Accordingly, the Employee agrees that the Employer is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Employee and any agents of the Employee, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
  21. Return of Confidential Information
  22. The Employee agrees that, upon request of the Employer, or in the event that the Employee ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Employment, the Employee will turn over to the Employer all documents, disks or other computer media, or other material in the possession or control of the Employee that:
    1. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
    2. is connected with or derived from the Employee's services to the Employer.
  23. Notices
  24. In the event that the Employee is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Employee will give to the Employer prompt written notice of such request so the Employer may seek an appropriate remedy or alternatively to waive the Employee's compliance with the provisions of this Agreement in regards to the request.
  25. If the Employee loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Employee will immediately notify the Employer and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
  26. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
  27. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
    1. Name: ____________________
      Address: ____________________________________________________________

    2. Name: ____________________
      Address: ____________________________________________________________

  28. Representations
  29. In providing the Confidential Information, the Employer makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade mark infringement that may result from the use of such information.
  30. Termination
  31. This Agreement will automatically terminate on the date that the Employee's Employment with the Employer terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
  32. Assignment
  33. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
  34. Amendments
  35. This Agreement may only be amended or modified by a written instrument executed by both the Employer and the Employee.
  36. Governing Law
  37. This Agreement will be construed in accordance with and governed by the laws of England.
  38. General Provisions
  39. Time is of the essence in this Agreement.
  40. This Agreement may be executed in counterpart.
  41. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  42. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
  43. The Employee is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Employer in enforcing this Agreement as a result of any default of this Agreement by the Employee.
  44. The Employer and the Employee acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Employer and the Employee that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Employee to give the Employer the broadest possible protection to maintain the confidentiality of the Confidential Information.
  45. No failure or delay by the Employer in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  46. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Employer and the Employee.
  47. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

IN WITNESS WHEREOF ____________________ and ____________________ have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

WITNESS:  ______________________
Address:  ________________________


Per:____________________________ (Seal)

WITNESS:  ______________________
Address:  ________________________


Last Updated March 7, 2024

Written by 

Reviewed by 


Fact checked by 

What is a Confidentiality Agreement?

A Confidentiality Agreement is a legally binding contract that individuals or businesses use to protect sensitive or private information. It’s a common business document that protects intellectual property, copyright, operation details, and more. 

The disclosing party is the person or business revealing confidential information, and the receiving party agrees to keep that information private. The agreement outlines the reasons for disclosure and the legal remedies available to the disclosing party should the receiving party breach the agreement by misusing the information outside of those stated permitted uses.

A Confidentiality Agreement is also known as a Non-Disclosure Agreement.

When to use a Confidentiality Agreement

There are several situations where a Confidentiality Agreement secures private information. LawDepot’s Confidentiality Agreement template can create an agreement between:

1. Employers and employees

Often, confidentiality obligations are part of an Employment Contract that an employee signs when they begin their position. The contract will outline the use of contact information, marketing techniques, Business Plans, and more. 

However, if an existing employee takes on a role dealing with confidential information they didn’t have access to before, the employer may need them to complete a Confidentiality Agreement. The agreement will reinforce any actions an employer requires of their employees and what information they must keep confidential during and after employment.

2. Clients and contractors 

Contractors may need access to sensitive information to complete a project for a client. A Confidentiality Agreement can ensure that information is kept private and confidential during and after a project’s completion.  In addition, clients and contractors should always use Independent Contractor Agreements.

3. Sellers and buyers 

Selling a business requires disclosing confidential business and financial information to a potential buyer so the buyer can make a more informed decision about the transaction. This is also known as due diligence. To protect these confidential materials, a seller should insist that a Confidentiality agreement be signed before any information is disclosed. 

Once a Confidentiality Agreement is complete, both parties should write and sign a Letter of Intent as it establishes the good faith of both parties and sets out a structure for negotiations and a Business Purchase Agreement.

A Confidentiality Agreement can also be useful for other sales transactions requiring confidential disclosures as part of negotiations.

4. Inventors and evaluators

An inventor needs evaluators to get their project to the next step with the right funding and investors. To keep their intellectual property safe, they may use a Confidentiality Agreement to secure any information they share during this process.

5. Other parties 

Other situations where a Confidentiality Agreement can be used include contracts between clients and suppliers, researchers and focus groups, therapists and group therapy, and more. LawDepot’s Confidentiality Agreement template allows you to customise your document to protect your private and confidential information easily.

What is considered confidential information?

Confidential information includes details, facts, or data that are not common knowledge or part of the public domain, also known as duration of copyright. Here are some examples of sensitive information that a Confidentiality Agreement can protect:

  • Computer technology and security practices
  • Product and manufacturing information
  • Marketing and development practices
  • Banking and financial information
  • Business operations
  • Services provided
  • Customer data

How to make a Confidentiality Agreement

LawDepot’s Confidentiality Agreement is customisable for specific relationships between a disclosing and receiving party. Once you select the relationship of both parties, easily create your agreement by including the:

  • Details of the confidential information
  • Location (i.e., the country where the contract is created or where both parties are based)
  • Disclosing and receiving party information
  • Additional clauses, such as a non-compete or non-solicitation clause, if applicable
  • Duration of the contract, meaning how long the receiving party is bound to confidentiality
  • Signing details, including any witnesses

Our template is available for each UK country to ensure it follows all regulations to make a legally binding contract in your jurisdiction.

What are non-compete and non-solicit clauses?

Non-compete and non-solicit clauses are known as restrictive covenants that further prohibit certain behaviours or actions for the receiving party. Let’s discuss each clause:

  • A non-compete clause restricts the receiving party from starting a competing business or disclosing confidential information to competitors. This is common when working with marketing techniques or business plans. It’s important to note this clause cannot prevent people from working for competitors.
  • A non-solicit clause restricts the receiving party from hiring employees or contractors who work for the disclosing party. For example, the receiving party cannot poach any employees if they leave your company and start their own business or become a hiring manager at another company. It is important to note that a court may only uphold this clause if the time period is reasonable.

How long is a Confidentiality Agreement valid for?

Our Confidentiality Agreement can have a specific end date, have a five-year limit or be an indefinite agreement. How long an agreement lasts depends on the parties’ relationship or if the information becomes public domain. The most common period for an agreement to be in place is between one to five years. 

An example of an indefinite Confidentiality Agreement is when it includes trade secrets, as the Trade Secrets Regulations protect such information if it’s not made public domain.

What happens if you breach a Confidentiality Agreement?

Yes, a Confidentiality Agreement is a legally binding and enforceable contract. LawDepot’s Confidentiality Agreement includes a remedies clause to ensure both parties understand the outcome if the receiving party breaks the agreement. 

Should the receiving party breach the contract, the disclosing party may issue a Cease and Desist Letter to stop them from using shared information inappropriately. They can begin legal action if that warning fails to stop the misuse by seeking an injunction against the receiving party. 

The obligation to prove the need for an injunction is very high due to the nature of the proceedings. Only the applicant will have representation in court for the initial hearing. To assist with making a case against a receiving party, LawDepot’s Confidentiality Agreement includes an acknowledgement that damages are an inadequate remedy for breach of confidentiality.

Related Documents:

  • Cease & Desist Letter: Write a letter that requests an individual or business stop doing something and refrain from doing it in the future.
  • Employment Contract: Create a contract that describes the rights, responsibilities, and obligations of an employee.
  • Partnership Agreement: Make an agreement that describes the responsibilities and obligations of partners in a business relationship.
  • Letter of Intent: Write a letter in which one or more parties make their objectives known and agree to continue negotiations in good faith.
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