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Boilerplate Confidentiality Agreement for the United Kingdom

Boilerplate Confidentiality Agreement Template for England and Wales

A standardized legal agreement governed by English and Welsh law, designed to protect confidential information shared between parties. It establishes legally binding obligations for handling sensitive information, including provisions for its use, storage, and eventual return or destruction. The agreement incorporates key requirements under UK data protection legislation and common law principles of confidentiality, providing remedies in case of breach.

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Boilerplate Confidentiality Agreement

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What is a Boilerplate Confidentiality Agreement?

The Boilerplate Confidentiality Agreement serves as a fundamental legal instrument for protecting sensitive information in business relationships under English and Welsh law. It is commonly used before business discussions, during negotiations, or when engaging service providers who need access to confidential information. The agreement typically covers trade secrets, proprietary information, customer data, and other sensitive business information, establishing clear obligations and consequences for breach. This standardized format ensures comprehensive protection while remaining adaptable to various business contexts.

What sections should be included in a Boilerplate Confidentiality Agreement?

1. Parties: Identification of the parties entering into the agreement, including full legal names and registered addresses

2. Background/Recitals: Context of the agreement and purpose for sharing confidential information

3. Definitions: Key terms used throughout the agreement, particularly the definition of 'Confidential Information'

4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

5. Permitted Uses: Specified purposes for which the confidential information may be used

6. Term and Survival: Duration of the agreement and which obligations survive termination

7. Return or Destruction of Information: Obligations regarding the handling of confidential information after the agreement ends

What sections are optional to include in a Boilerplate Confidentiality Agreement?

1. Third Party Disclosure: Terms for sharing information with approved third parties - use when information might need to be shared with contractors, advisors, or affiliates

2. Data Protection Compliance: Specific obligations relating to personal data - use when confidential information includes personal data

3. Non-Solicitation: Restrictions on hiring or soliciting employees - use when parties may be exposed to each other's employees

4. Non-Competition: Restrictions on competing activities - use when sharing particularly sensitive commercial information

What schedules should be included in a Boilerplate Confidentiality Agreement?

1. Description of Confidential Information: Detailed list or categories of information covered by the agreement

2. Authorized Representatives: List of individuals authorized to receive confidential information

3. Security Requirements: Specific technical or organizational measures required for data protection

4. Permitted Third Party Recipients: Pre-approved third parties who may receive the confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions

























Clauses


























Industries

Data Protection Act 2018: UK's implementation of GDPR, governing the processing and handling of personal data and privacy rights

UK GDPR: Post-Brexit data protection regulation that sets standards for data protection and privacy in the UK

Trade Secrets Regulations 2018: Legislation protecting against the unlawful acquisition, use and disclosure of trade secrets

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract, relevant for confidentiality obligations extending to third parties

Law of Confidence: Common law principle protecting confidential information and providing remedies for breach of confidence

Contract Law Principles: Fundamental principles governing formation and enforcement of contracts under English law

Employment Rights Act 1996: Relevant when confidentiality agreements involve employees, governing employment relationships and duties

Equality Act 2010: Ensures confidentiality provisions do not discriminate against protected characteristics

Copyright, Designs and Patents Act 1988: Protects intellectual property rights that may be subject to confidentiality obligations

Trade Marks Act 1994: Relevant when confidential information includes trademark-related materials

Patents Act 1977: Applicable when confidential information includes patent-related materials or inventions

Financial Services and Markets Act 2000: Specific regulations for confidentiality in the financial sector

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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