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] (the Discloser); and 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 (A) The Discloser is [insert details] and the Recipient is [insert details]. (B) The Discloser wishes to disclose Confidential Information to the Recipient for it to use strictly for the Purpose. (C) The Discloser wishes 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 [any of the officers, directors, members, partners, employees, consultants, agents, representatives or professional advisers of the Recipient[ and of its Affiliates]

This Agreement is made on [date]. Parties 1 [Insert name of party] [of [insert address] OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Recipient); and 2 [Insert name of party] [of [insert address] OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Discloser), each of the Recipient and the Discloser being a party and together the Recipient and the Discloser are the parties. Background (A) The Recipient is [insert details] and the Discloser is [insert details]. (B) The Discloser intends to disclose Confidential Information to the Recipient for the Purpose. 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 any of the officers, directors, members, partners, employees, consultants, agents, representatives, subcontractors or professional advisers of the Recipient[ and of its Affiliates] and any other persons whom the Discloser designates in writing as authorised;] Business Day • means a day other than a Saturday, Sunday or bank or public holiday

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [insert selling corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Seller), [and] 2 [insert name of purchasing corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Bidder), [and] the Seller and the Bidder being a Party and together the Seller and the Bidder are the Parties. background (A) The Parties propose to enter into negotiations concerning the Proposed Acquisition. (B) In order to explore, discuss, evaluate and negotiate the Proposed Acquisition, the Bidder has requested that certain Confidential Information [(and Personal Data) ]be made available to it in order to evaluate the Business and to consider and negotiate the terms of the Proposed Acquisition. (C) The Parties have agreed to enter into this Agreement in consideration of the Seller disclosing and the Bidder receiving the Confidential Information. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless otherwise provided: Authorised Person • means any employee, director, consultant, agent, representative or adviser of the Bidder that

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [insert selling corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Seller), [and] 2 [insert name of purchasing corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Buyer), [and] the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties. background (A) The Parties propose to enter into negotiations concerning the Proposed Acquisition. (B) In order to explore, discuss, evaluate and negotiate the Proposed Acquisition, the Buyer has requested that certain Confidential Information [(and Personal Data) ]be made available to it in order to evaluate the Business and to consider and negotiate the terms of the Proposed Acquisition. (C) The Parties have agreed to enter into this Agreement in consideration of the Seller disclosing and the Buyer receiving the Confidential Information. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless otherwise provided: Authorised Person • means any employee, director, consultant, agent, representative or adviser of the Buyer

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert selling corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Seller), [and] 2 [Insert name of purchasing corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Bidder), [and] 3 [[Insert target company name] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company),] the Seller[, OR and] the Bidder[ and the Company] being a Party and together the Seller[, OR and] the Bidder[ and the Company] are the Parties. background (A) The Parties propose to enter into negotiations concerning the Proposed Acquisition. (B) In order to explore, discuss, evaluate and negotiate the Proposed Acquisition, the Bidder has requested that certain Confidential Information [(and Personal Data) ]([each as ]defined below) be made available to it in order to evaluate the Company[ and its subsidiaries] and to consider and negotiate the terms of the Proposed Acquisition. (C) The Parties have agreed to enter into this Agreement in consideration

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Seller); [and] 2 [Insert name of purchasing corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Buyer)[. OR ; and] 3 [[insert target company name] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company),] each of the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties. background (A) The Parties propose to enter into negotiations concerning the Proposed Acquisition. (B) In order to explore, discuss, evaluate and negotiate the Proposed Acquisition, the Buyer has requested that certain Confidential Information [(and Personal Data) ]([each as ]defined below) be made available to it in order to evaluate the Company[ and its subsidiaries] and to consider and negotiate the terms of the Proposed Acquisition.

This Agreement is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in Schedule 1 (together the Sellers); and 2 [Insert name of purchasing corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Buyer), 3 [[Insert target company name] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company), each of the Sellers[, OR and] the Buyer[ and the Company] being a Party and together the Sellers[, OR and] the Buyer[ and the Company] are the Parties.] background (A) The Parties propose to enter into negotiations concerning the Proposed Acquisition. (B) In order to explore, discuss, evaluate and negotiate the Proposed Acquisition, the Buyer has requested that certain Confidential Information [(and Personal Data) ]be made available to it in order to evaluate the Company[ and its subsidiaries] and to consider and negotiate the terms of the Proposed Acquisition. (C) The Parties have agreed to enter into this Agreement in consideration of the Sellers disclosing and the Buyer receiving the Confidential Information.

From: [name of Seller] of [address of Seller] Strictly private and confidential To: [name of Buyer] of [address] Date: [date] Dear [as appropriate] Re: [address or description of the property] (the ‘Property’) In consideration of us, [name of Seller] (the ‘Seller’), agreeing to provide you, [name] (the ‘Buyer’), with certain confidential information about the Property to enable you to evaluate the Property for its potential [ [development and] purchase OR letting] (the ‘Transaction’), you undertake and agree with us as follows: 1 Definitions In this letter: Authorised Recipients • are: (a) the directors and senior management personnel whose knowledge of the Confidential Information is essential for evaluating the Property [and its development potential] [; and] (b) any agent or professional adviser acting on your behalf in connection with the Transaction[; and] (c) [any bank or other financial institution from whom you may seek finance for the Transaction;] Confidential Information • is any information: (a) relating to the Property that is obtained by you or any agent or professional adviser acting on your behalf in any form arising out of any discussions with the Seller or its agents or professional advisers; and (b) regarding the existence, nature or progress of any negotiations relating to the

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. 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 the officers, directors, members, partners, employees, consultants, sub-contractors, agents, representatives or professional advisers of a party and/or of its Affiliate(s); Confidential Information • means all information of a confidential nature that a party has or acquires (whether directly or indirectly) including the other party’s know-how, trade secrets, plans, developments, financial, commercial, technical, tactical, strategic, marketing, operations, customer or product information, personnel information, any information agreed to be or marked as confidential, any other information a party

ARCHIVED: These archived training materials provide information on the protection of confidential information, including official secrets. These training materials are for background information only and are not maintained. These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars on issues arising in relation to confidentiality and official secrets. It is anticipated that those providing training will use these slides as a helpful starting point for their presentations and then amend them accordingly to reflect their particular circumstances. The training materials are customisable. Click the link below to download the presentation. Contents • Introduction • Part 1: Recent developments and interplay with Freedom of Information — Recent developments — Freedom of information — National Security — Defence — International relations — Criminal investigations and law enforcement

This Agreement is made on [date] Parties 1 [Insert name of party] [of [insert address] OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address]] (the Recipient); and 2 [Insert name of party] [of [insert address] OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address]] (the Discloser), each of the Discloser and the Recipient being a party and together the Discloser and the Recipient are the parties. Background (A) The Recipient carries on the business of [insert details] and the Discloser the business of [insert details]. (B) The Discloser intends to disclose Shared Data to the Recipient for the Purpose. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: [Authorised Person • means any of the officers, directors, members, partners, employees, consultants, agents, representatives, sub-contractors or professional advisers of the Recipient or of any of the Recipient’s direct or indirect sub-contractors and any other persons whom the Discloser designates in writing as authorised;] Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England or Wales; Confidential

This Practice Note has been written by Anne Redston, Barrister. It is her personal view; she is not authorised to speak for the Tribunals Service or the judiciary. Confidentiality and privacy in tax cases has always been important, as people seek to shelter their financial affairs from public scrutiny. This Practice Note discusses: • whether hearings can be held in private • whether the final decision can be anonymised • whether documents or information related to the hearing can be anonymised, and • the position where HMRC makes a ‘without notice’ application It considers the position at the First-tier Tax Tribunal (FTT) and the Upper Tribunal (UT). This Practice Note is only a summary and does not cover all situations. You may need to take further advice in relation to your client’s position. This Practice Note does not cover appeals or reviews relating to decisions made by Revenue Scotland in relation to any of the Scottish devolved taxes in respect of which the First-tier Tribunal for Scotland (Tax Chamber) has jurisdiction. For more