“Confidential journalistic material” means— (a) in the case of material contained in a communication, journalistic material which the sender of the communication— (i) holds in confidence, or (ii) intends the recipient, or intended recipient, of the communication to hold in confidence; (b) in any other case, journalistic material which a person holds in confidence.

A confidential relation describes a relationship where one party places trust and confidence in another, who thereby acquires influence or access to confidential information and owes duties of loyalty, good faith and non‑misuse of that information. It commonly arises between solicitor and client, doctor and patient, trustee and beneficiary, partners, company directors and the company, and sometimes within family or caregiving arrangements. Across England and Wales, Scotland, Northern Ireland and Ireland, the concept underpins equitable doctrines such as undue influence, breach of confidence and some fiduciary duties, although “confidential relation” itself is largely a judicial and academic description rather than a defined statutory term. Courts consider whether one party reasonably relied on the other’s integrity, advice or discretion, and whether that party assumed, or should be treated as assuming, obligations of confidence and loyalty. The existence of a confidential relation can shift burdens of proof (for example in setting aside transactions for undue influence), affect admissibility and privilege, and shape remedies for misuse of confidential information. Usage and core principles are broadly consistent across the four jurisdictions, though detailed tests derive from local case law.

Duty imposed in conduct whereby an individual and firm must keep clients' matters confidential.

An agreement which requires the buyer and persons to whom confidential information may be disclosed to keep information relating to the seller and the business secure and confidential.

This Deed is made the [insert day] day of [insert month] 20[insert year] Parties 1 [Insert full company name] registered in England and Wales with company number [insert number] and having its registered office at [insert registered company address] (the ‘Principal Company’); and 2 [[Insert full name of company] registered in England and Wales with company number [insert number] and having its registered office at [insert registered company address] OR [insert individual name(s)] of [insert individual address(es)]] (the ‘Trustees’). Background: (A) [Insert full name of scheme] (the ‘Scheme’) was established by an [interim OR definitive] deed dated [insert date]. (B) The Scheme is currently governed by a trust deed dated [insert date], as amended by the deeds executed after it[, details of which are set out in Schedule 1 to this Deed] (the ‘Trust Deed’). The rules of the Scheme (the ‘Rules’) are set out in Schedule [•] to the Trust Deed. (C) The Trustees are the present trustees of the Scheme. (D) The Principal Company [and/or members of the Group] may from time to time disclose Confidential Information in relation to the Principal Company [and/or

This playbook provides guidance for drafting and negotiating a confidentiality agreement (also known as a non-disclosure agreement or NDA) from a pro-discloser position. This playbook includes a preferred position and fallback positions for the clauses which are commonly negotiated in such agreements. This playbook template can be used by lawyers acting for the discloser (whether working in-house or in private practice). Users should modify the playbook as necessary to address client-specific issues and ensure its client’s interests are fully protected. The level of risk noted in the playbook may vary depending on the client. Note that this playbook does not include fallback positions for all boilerplate clauses, where confidential information includes personal data or detailed provision for intellectual property rights. For a full list of related confidential information content, see: Confidential information—overview. For a template agreement, on which this playbook is based, see Precedent: Confidentiality agreement—one-way—pro-discloser. This playbook could be used in conjunction with the following content which also includes guidance on the issues commonly negotiated in confidentiality agreements: • Practice Note: How to review an NDA

This Agreement is made [insert day and month] 20[insert year] Parties 1 [insert name of debtor company] a company incorporated in [insert country eg England and Wales] under number [insert registered number] whose registered office is at [insert address] (the Company); and 2 The Creditors (as set out in the Schedule) (the Creditors), (each of the Creditors and the Company being a Party and together the Creditors and the Company are the Parties). Recitals (A) the Company agrees to disclose information to the Creditors and the Creditors agree to keep that information confidential and use it solely for the purposes of evaluating, negotiating, monitoring and implementing a [Standstill Agreement OR Restructuring Agreement]. (B) [insert any further recitals]. The parties agree: 1 Definitions and interpretation 1.1 Definitions In this Agreement, unless otherwise provided: Authorised Person • means any officer, employee, director, consultant, agent, affiliate or representative of the Creditors[ the Reporting Accountant] and any other legal or financial advisors who are required in the course of their duties to receive and consider the Confidential Information for evaluating the [Company OR Group] and advising on the proposed restructuring; Business Day • means a day other than Saturday, Sunday and public holidays when clearing banks generally are open

This confidentiality Agreement is made on [date] Parties 1 [Name of entity], a [type of entity] incorporated under the laws of [jurisdiction] with its registered address at [address] and with company number [company number] (Party 1); and 2 [Name of entity], a [type of entity] incorporated under the laws of [jurisdiction] with its registered address at [address] and with company number [company number] (Party 2), each a Party and together the Parties. Whereas: (A) On [date], Party 1 commenced arbitration proceedings against Party 2 (the Arbitration). On [date], the tribunal (comprising [arbitrators]) was appointed (the Tribunal). (B) [Provide further background information available to give context to this agreement, including a brief description of the arbitration, the arbitration agreement, the rules/procedures governing the arbitration, whether the arbitration is being administered by an arbitral institution and the case number (if available).] (C) The Parties recognise that during the course of the Arbitration certain documents and other information will be produced or exchanged between them. The purpose of this Agreement is to protect the confidentiality of, and personal data in, those documents and information. It is hereby agreed as follows: 1 Definitions and interpretation

This Checklist is designed to highlight issues commonly arising during the negotiation and drafting of the following types of agreement: • Confidentiality agreement—mutual • Confidentiality agreement—one-way—pro-discloser • Confidentiality agreement—one-way—pro-recipient • Confidentiality letter—mutual • Confidentiality letter—one-way—pro-discloser • Confidentiality letter—one-way—pro-recipient The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) Key considerations and definitions ☐ Confirm the parties to the agreement. Consider which people and/or entities will be party to the agreement, and whether one party or multiple parties will be disclosing confidential information. ☐ Confirm how confidential information will be defined. Consider:—is a general definition or list form appropriate?—will any confidential information belonging to group companies be disclosed?—will any confidential information be disclosed to group companies?—will authorised representatives of the contracting parties be disclosing or receiving information?—what type of information will be excluded from the definition (eg information already in the public domain or which the discloser agrees in writing is not confidential)? ☐ Confirm who will be authorised to disclose

This Agreement is made on [date] Parties 1 [Insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Party A); and 2 [Insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Party B), each of Party A and Party B being a party and together Party A and Party B are the parties. Background (A) Party A is [insert details] and Party B is [insert details]. (B) The parties propose to enter into negotiations concerning the Joint Venture. (C) Each party wishes to disclose Confidential Information to the other for use strictly for the Purpose. (D) Each party wishes to regulate the use of their respective Confidential Information by a Recipient, preserve the confidentiality of the Confidential Information, and protect their respective interests in such Confidential Information. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless otherwise provided: [Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of first shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Party A); and 2 [Insert name of second shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Party B), each of Party A and Party B being a Party and together Party A and Party B are the Parties. Recitals (A) The Parties propose to enter into negotiations concerning a proposed joint venture to [insert purpose of joint venture] (the Joint Venture). (B) In order to explore, discuss, evaluate and negotiate the proposed Joint Venture (the Purpose), the Parties will be mutually disclosing Information to each other. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless otherwise provided: Authorised Person • means any employee, director, consultant, agent, representative, legal adviser and financial adviser of either Party and any other firm, individual or company engaged in providing services directly to that Party [and OR or] who has been previously approved in writing by the Parties[ [ including OR being] those persons whose names are specified

This Agreement is made on [date] Parties 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] (Party A); 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] (Party B), each of Party A and Party B being a party and together they are the parties. Background (A) Party A is [insert details] and Party B is [insert details]. (B) The parties wish to disclose Confidential Information to each other for use strictly for the Purpose. (C) The parties wish to regulate the use and preserve the confidentiality of the Confidential Information. 1 Definitions and interpretation 1.1 Definitions In this Agreement: [Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;] [Authorised Persons • means, in relation to a Recipient, [any of the officers, directors, members, partners, employees, consultants, agents, representatives or professional advisers of that Recipient [and of its Affiliates] and any other persons whom a Discloser has previously designated in writing as authorised