Confidentiality agreement—one-way—pro-discloser
Produced in partnership with Gateley Plc
Confidentiality agreement—one-way—pro-discloser

The following Information Law precedent Produced in partnership with Gateley Plc provides comprehensive and up to date legal information covering:

  • Confidentiality agreement—one-way—pro-discloser
  • Background
  • 1 Definitions and interpretation
  • 2 Provision and use of confidential information
  • 3 Authorised disclosures
  • 4 Ownership and intellectual property rights
  • 5 Indemnity
  • 6 Equitable relief
  • 7 Termination
  • 8 Return and destruction of information
  • More...

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes: Brexit—drafting boilerplate clauses and Brexit—drafting commercial clauses.

This Agreement is made on [date]

Parties

  1. 1

    [Insert name of party][ of [insert details] OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Discloser); and

  1. 2

    [Insert name of party][ of [insert details] OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Recipient)

(each of the Discloser and the Recipient being a party and together the Discloser and the Recipient are the parties).

Background

    1. (A)

      The Discloser is [insert details] and the Recipient is [insert details].

    1. (B)

      The Discloser wishes to disclose Confidential Information to the Recipient for it to use strictly for the Purpose.

    1. (C)

      The Discloser wishes to regulate the use and preserve the confidentiality of the Confidential Information.

    1. 1

      Definitions and interpretation

      1. 1.1

        Definitions

        In this Agreement:

        [Affiliate

        1. means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;]

        [Authorised Persons

        1. means [any of the officers, directors, members, partners, employees, consultants, agents, Representatives or professional advisers of the Recipient [and of its Affiliates] and any other persons whom the Discloser has previously designated in writing as authorised

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