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Business Plan Confidentiality Agreement for the United Kingdom

Business Plan Confidentiality Agreement Template for England and Wales

A Business Plan Confidentiality Agreement under English and Welsh law is a legally binding document designed to protect sensitive business information contained within a business plan when shared with third parties. It establishes confidentiality obligations, defines what constitutes confidential information, sets out permitted uses, and provides remedies for unauthorized disclosure. The agreement is particularly important in business transactions, investment discussions, and strategic partnerships where detailed business information needs to be shared while maintaining confidentiality.

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What is a Business Plan Confidentiality Agreement?

A Business Plan Confidentiality Agreement is essential when companies need to share sensitive business strategies, financial projections, and operational details with potential investors, partners, or advisors. This agreement, governed by English and Welsh law, provides legal protection against unauthorized disclosure or use of confidential information. It should be used before sharing any business plan containing proprietary information, trade secrets, customer data, or strategic plans. The agreement typically includes specific provisions about information handling, permitted uses, and the duration of confidentiality obligations.

What sections should be included in a Business Plan Confidentiality Agreement?

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context of the business plan sharing and purpose of the agreement

3. Definitions: Key terms including Confidential Information, Business Plan, Permitted Purpose

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances when disclosure is allowed

6. Return or Destruction of Information: Obligations regarding confidential materials after agreement ends

7. Duration: Term of confidentiality obligations

8. Governing Law and Jurisdiction: Specification of applicable law and courts

What sections are optional to include in a Business Plan Confidentiality Agreement?

1. Data Protection: Additional provisions required when confidential information includes personal data

2. Intellectual Property Rights: Provisions clarifying ownership and usage rights when business plan contains IP elements

3. Non-Solicitation: Provisions preventing poaching of employees/customers when business plan contains sensitive personnel/customer information

4. Non-Competition: Provisions restricting competitive activities when sharing sensitive market strategy information

What schedules should be included in a Business Plan Confidentiality Agreement?

1. Description of Business Plan: Detailed description of confidential materials covered

2. Authorized Recipients: List of individuals/roles permitted to access information

3. Security Measures: Specific security protocols for protecting 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

Trade Secrets (Enforcement, etc.) Regulations 2018: Key legislation implementing the EU Trade Secrets Directive that defines trade secrets, their protection, and remedies for breach. Essential for protecting business plan confidentiality.

Data Protection Act 2018 and UK GDPR: Legislation governing personal data protection, processing requirements, and cross-border data transfer restrictions, relevant when confidential information includes personal data.

Common Law Contract Principles: Fundamental principles covering valid contract formation, consideration, intention to create legal relations, and capacity to contract.

Misuse of Confidential Information (Common Law): Equitable doctrine from Coco v Clark case establishing three key elements: confidential information, obligation of confidence, and unauthorized use.

Copyright, Designs and Patents Act 1988: Legislation protecting intellectual property rights, ownership of created works, and licensing considerations within confidential business plans.

Competition Act 1998: Ensures confidentiality restrictions are not anti-competitive and maintains reasonable duration and scope of restrictions.

Human Rights Act 1998: Addresses freedom of expression considerations and right to privacy in confidentiality agreements.

Limitation Act 1980: Sets time limits for bringing claims and influences the duration of confidentiality obligations.

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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