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Corporate Confidentiality Agreement for the United Kingdom

Corporate Confidentiality Agreement Template for England and Wales

A Corporate Confidentiality Agreement under English and Welsh law is a legally binding document that establishes confidentiality obligations between corporate entities. It provides a framework for sharing sensitive business information while ensuring its protection through legally enforceable obligations. The agreement defines what constitutes confidential information, establishes usage restrictions, and outlines the consequences of breach. It incorporates specific provisions required under English law, including reasonable duration of obligations and clear specification of permitted uses.

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Corporate Confidentiality Agreement

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What is a Corporate Confidentiality Agreement?

The Corporate Confidentiality Agreement is essential for business transactions where sensitive information needs to be shared between companies. It is commonly used in mergers and acquisitions, joint ventures, strategic partnerships, and other business relationships governed by English and Welsh law. The agreement typically covers trade secrets, proprietary information, customer data, and other confidential business information. It establishes clear obligations for handling sensitive information and provides legal remedies in case of unauthorized disclosure.

What sections should be included in a Corporate Confidentiality Agreement?

1. Parties: Identifies the contracting parties and their details

2. Background: Explains context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Confidential Information: Defines scope of confidential information covered

5. Obligations of Confidentiality: Details the core confidentiality obligations

6. Permitted Disclosures: Specifies allowed uses of confidential information

7. Term and Termination: Duration of agreement and termination provisions

8. Return of Information: Requirements for returning/destroying confidential information

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

1. Data Protection: Additional provisions relating to personal data protection under UK GDPR and Data Protection Act 2018

2. International Transfers: Provisions governing cross-border transfers of confidential information

3. Intellectual Property: Specific provisions relating to intellectual property rights and protection

4. Non-Solicitation: Provisions preventing parties from soliciting or hiring each other's employees

What schedules should be included in a Corporate Confidentiality Agreement?

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

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Requirements: Specific security measures and protocols required for protecting confidential information

4. Schedule 4 - Form of Acknowledgment: Template for additional parties to acknowledge and agree to terms of confidentiality

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 and governs the protection of trade secrets under English law. Essential for determining what constitutes protected confidential information.

Data Protection Act 2018 and UK GDPR: Legislative framework governing the processing and protection of personal data. Relevant when confidential information includes personal data or requires cross-border data transfers.

Common Law Contract Principles: Fundamental principles of English contract law including consideration, offer and acceptance, and intention to create legal relations. Forms the basis of enforceability for the confidentiality agreement.

Copyright, Designs and Patents Act 1988: Legislation protecting intellectual property rights, relevant when confidential information includes copyrighted materials, patents, or design rights.

Common Law Duty of Confidentiality: Equitable principles established through case law (e.g., Coco v A.N. Clark) that define the scope and nature of confidentiality obligations.

Employment Rights Act 1996: Employment legislation relevant when confidentiality agreements involve employees or workers, including provisions for workplace rights and obligations.

Enterprise Act 2002 and Competition Act 1998: Competition laws ensuring that confidentiality provisions do not create unfair market restrictions or anti-competitive practices.

Public Interest Disclosure Act 1998: Legislation protecting whistleblowers and defining protected disclosures, which may override confidentiality obligations in certain circumstances.

Human Rights Act 1998: Framework for human rights protection, including freedom of expression and privacy rights, which may impact the scope 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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