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One Way Confidentiality Agreement for New Zealand

One Way Confidentiality Agreement Template for New Zealand

A comprehensive unilateral confidentiality agreement governed by New Zealand law, designed to protect proprietary and confidential information disclosed by one party to another. This document establishes legally binding obligations on the receiving party to maintain the confidentiality of disclosed information, including trade secrets, technical data, business strategies, and other sensitive information. It incorporates specific provisions compliant with New Zealand's Privacy Act 2020 and Contract and Commercial Law Act 2017, providing robust protection for the disclosing party while establishing clear guidelines for permitted use and handling of confidential information.

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What is a One Way Confidentiality Agreement?

This One Way Confidentiality Agreement is essential for situations where one party needs to share sensitive business or technical information with another party while maintaining strict confidentiality. Common scenarios include business negotiations, due diligence processes, consultant engagements, or vendor relationships. The agreement, governed by New Zealand law, provides comprehensive protection for confidential information including trade secrets, proprietary technology, customer data, and business strategies. It establishes clear obligations for information handling, permitted uses, and consequences of breach, while ensuring compliance with New Zealand's privacy and contract law requirements. This document is particularly crucial in preliminary business discussions where detailed information needs to be shared before establishing a broader commercial relationship.

What sections should be included in a One Way Confidentiality Agreement?

1. Parties: Identifies and defines the Disclosing Party and Receiving Party with their full legal names and details

2. Background: Sets out the context and purpose for sharing confidential information and entering into the agreement

3. Definitions: Defines key terms including 'Confidential Information', 'Authorized Purpose', 'Representatives', and other relevant terms

4. Disclosure of Confidential Information: Describes the scope and manner in which confidential information will be disclosed

5. Confidentiality Obligations: Details the specific obligations of the Receiving Party regarding the protection and non-disclosure of confidential information

6. Permitted Use and Disclosure: Specifies the authorized purposes for which the confidential information can be used and circumstances under which disclosure is permitted

7. Security Measures: Outlines the required security measures and standards for protecting confidential information

8. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information upon request or termination

9. Term and Survival: Specifies the duration of the agreement and which obligations survive termination

10. Breach and Remedies: Sets out the consequences of breach and available remedies

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a One Way Confidentiality Agreement?

1. Intellectual Property Rights: Clarifies that no IP rights are transferred through the disclosure of confidential information

2. Data Protection Compliance: Additional provisions when confidential information includes personal data subject to privacy laws

3. Representatives and Third Parties: Detailed provisions about who can access the information and their obligations

4. Non-Solicitation: Prevents the Receiving Party from soliciting employees or clients of the Disclosing Party

5. Publicity and Announcements: Restrictions on public announcements about the relationship or agreement

6. Export Control: Required when confidential information is subject to export control regulations

7. Competing Activities: Restrictions on competing activities using the confidential information

What schedules should be included in a One Way Confidentiality Agreement?

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

2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive and use the confidential information

3. Schedule 3 - Security Requirements: Specific security protocols and requirements for handling the confidential information

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for authorized recipients to sign

Authors

Alex Denne

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

Jurisdiction

New Zealand

Publisher

Ƶ

Cost

Free to use

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