Confidentiality Agreement

Confidentiality Agreement (Non-Disclosure Agreement (NDA))

A Confidentiality Agreement also known as a Non-Disclosure Agreement (NDA) is a legal contract that outlines how confidential information will be shared, protected, and restricted between parties. It’s used to safeguard sensitive information from being disclosed to unauthorized third parties.

What a Confidentiality Agreement Should Include

Below are the essential components typically found in a Director’s Service Contract:

Parties to the Agreement

Disclosing party: the one sharing the information.
Receiving party the one receiving and agreeing to protect it.
It can be unilateral, bilateral, or mutual (if both parties share confidential information).

Definition of Confidential Information

A clear and specific definition of what is considered confidential.

May include:

Business plans
Financial information
Trade secrets
Client lists
Product designs
Technical data

Purpose of Disclosure

Explain why the confidential information is being shared.
o for investment review, partnership discussions, employee onboarding, etc.

Obligations of the Receiving Party

How the information should be handled:

Maintain confidentiality.
Use only for the agreed purpose.
Limit access to authorised personnel.
Take reasonable steps to protect the data.

Exclusions from Confidentiality

What information is not protected:

Publicly known or becomes public (not through breach).
Already known by the receiving party before disclosure.
Independently developed without reference to confidential info.
Required to be disclosed by law (with prior notice, if possible).

Term and Duration

Duration the agreement remains in force (e.g., 1, 3, or 5 years).
Duration confidentiality must be maintained (sometimes survives indefinitely for trade secrets)

Return or Destruction of Information

Obligations to return, delete, or destroy confidential materials after use or upon request.

Governing Law and Jurisdiction

Which countries laws apply in case of a dispute.

Signatures

Legal names, signatures, and dates for all parties involved.

Why It’s Important

A Confidentiality Agreement:

Protects sensitive business data and intellectual property.
Builds trust between parties.
Deters misuse of privileged information.
Strengthens your legal position in case of a breach.

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Confidentiality Agreement