Confidentiality

Keeping confidentiality

Often a business will wish to discuss confidential, future business prospects with a prospective joint venture partner, distributor, new employee, supplier of component parts or some other person who will be involved in the project if it proceeds ('the Outsider')

The business will not want the Outsider to 'steal' or publicise the idea and so would like him to sign a Confidentiality Agreement, impressing on the Outsider the seriousness of the commitment to confidentiality and setting out what will happen if the confidentiality is breached.

The Agreement will

1.  Provide a consideration - you cannot sue on a promise

2.  Identify the nature of the confidential information so that everyone is clear what is and is not protected

3.  List out exceptional circumstances which will not give rise to a claim. You do not want the courts to   negate or limit the effectiveness of the undertakings to be given because they are unreasonably wide

4.  Require the Outsider not to make use of the confidential information in various ways ö it is no good asking him not to use it,  if he passes it on for someone else to use

5.  Require him, in certain circumstances, to hand back or destroy any paperwork in relation to the confidential information or project

6.  Indicate when the obligations will cease

7.  Spell out the consequences of a breach - injunctions, damages etc

8.  State that English law applies  - often these agreements have an international element to them

As with any legal document, it is usually best that it is presented to the proposed signatory well in advance and he is given time to read it, perhaps with legal advice. You do not want to be faced with the defence 'it was thrust in front of me and I was not given the opportunity to consider it properly'

We can usually prepare such an Agreement for a fixed fee - call Michael Breeze 07 900 195 195 DX 92863 West Malling

Related topics you may find useful:

Copyright
Data Protection

Call Michael Breeze on 07900 195 195 or call 0845 270 2511 to set up an appointment