Confidentiality And Non Solicitation Agreement Template for England and Wales

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Key Requirements PROMPT example:

Confidentiality And Non Solicitation Agreement

"I need a Confidentiality and Non Solicitation Agreement for a senior software developer joining my tech startup in March 2025, with specific focus on protecting our AI algorithms and preventing them from poaching our development team for 12 months after leaving."

Document background
The Confidentiality and Non Solicitation Agreement is essential for businesses operating under English and Welsh law seeking to protect their confidential information and maintain stable business relationships. This document is particularly relevant when engaging employees, contractors, or business partners who will have access to sensitive information or key business relationships. It combines robust confidentiality provisions with specific restrictions on soliciting employees, customers, or suppliers, providing comprehensive protection for the business's legitimate interests.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

5. Non-Solicitation Covenants: Restrictions on soliciting employees, customers, or suppliers

6. Duration: Period for which the obligations remain in force

7. Return of Confidential Information: Obligations regarding the return or destruction of confidential materials

8. Governing Law and Jurisdiction: Specifies applicable law and courts

Optional Sections

1. Permitted Disclosures: Exceptions to confidentiality obligations and circumstances when disclosure is allowed

2. Data Protection: Specific provisions relating to personal data handling and compliance with data protection laws

3. Assignment: Rights and restrictions regarding the transfer of the agreement to other parties

4. Severability: Provisions addressing the consequences of any part of the agreement being found invalid

5. Third Party Rights: Provisions addressing whether non-parties have any rights under the agreement

Suggested Schedules

1. Schedule of Confidential Information: Detailed list and categories of information considered confidential under the agreement

2. Schedule of Restricted Clients: List of clients covered by non-solicitation provisions

3. Schedule of Restricted Employees: List of employees covered by non-solicitation provisions

4. Schedule of Permitted Recipients: List of persons authorized to receive confidential information and any conditions attached

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries
Relevant Teams
Relevant Roles
Industries

UK GDPR: Key data protection legislation that governs how personal data must be handled, processed and protected within confidentiality agreements

Data Protection Act 2018: The UK's implementation of data protection rules, working alongside UK GDPR to regulate personal data handling and confidentiality requirements

Privacy and Electronic Communications Regulations: Regulations governing electronic communications and digital privacy that may affect confidential information transmitted electronically

Employment Rights Act 1996: Primary legislation governing employment rights that provides context for employee-related non-solicitation provisions

Trade Secrets Regulations 2018: Legislation specifically protecting trade secrets and providing remedies for their misuse or unauthorized disclosure

Common Law Restraint of Trade: Legal doctrine requiring that restrictive covenants (including non-solicitation) must be reasonable and go no further than necessary to protect legitimate business interests

Unfair Contract Terms Act 1977: Legislation controlling unfair terms in contracts, ensuring that confidentiality and non-solicitation provisions are reasonable and enforceable

Contracts Rights of Third Parties Act 1999: Legislation governing how third parties may be affected by or enforce contract terms, relevant for extending confidentiality obligations

Competition Act 1998: Legislation ensuring that non-solicitation provisions do not unfairly restrict competition in the market

Enterprise Act 2002: Framework for competition law that may impact the scope and enforceability of non-solicitation provisions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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