Indefinite Confidentiality Agreement Template for England and Wales

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Key Requirements PROMPT example:

Indefinite Confidentiality Agreement

"I need an Indefinite Confidentiality Agreement to protect proprietary software development information that will be shared with an external consulting firm, with specific provisions for source code protection and regular security audits starting from March 2025."

Document background
The Indefinite Confidentiality Agreement is essential when parties need to share sensitive information without a predetermined end date for confidentiality obligations. This agreement, governed by English and Welsh law, is commonly used in business relationships, mergers and acquisitions, joint ventures, and professional services engagements. It provides comprehensive protection for trade secrets, proprietary information, and other confidential matter, while ensuring compliance with UK legislation and common law principles of confidentiality.
Suggested Sections

1. Parties: Identifies and defines the contracting parties

2. Background: Explains context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Confidential Information: Defines scope of confidential information covered

5. Obligations of Confidentiality: Details the core confidentiality obligations

6. Permitted Disclosures: Specifies allowed uses of confidential information

7. Duration: Specifies indefinite nature and any review periods

8. Return of Information: Procedures for returning/destroying confidential information

Optional Sections

1. Third Party Rights: Include when third parties have rights under the agreement

2. Data Protection: Include when personal data is part of confidential information

3. Intellectual Property: Include when IP rights need specific protection

4. Non-Competition: Include when additional competitive restrictions are needed

Suggested Schedules

1. Description of Confidential Information: Detailed list/categories of confidential information

2. Authorized Representatives: List of people authorized to receive information

3. Security Procedures: Specific procedures for handling confidential information

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

Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Primary legislation implementing the EU Trade Secrets Directive that defines trade secrets and establishes their protection framework under English law

Data Protection Act 2018 and UK GDPR: Key legislation governing the processing and protection of personal data, which must be considered if confidential information includes personal data

Contracts Rights of Third Parties Act 1999: Legislation governing how third parties may enforce terms of a contract, relevant if the confidentiality agreement needs to benefit third parties

Law of Confidence: Common law principle established through cases like Coco v A.N. Clark (Engineers) Ltd [1969], defining the three key elements of confidence: confidential nature, obligation of confidence, and unauthorized use

Contract Law Fundamentals: Basic principles of contract law including consideration, intention to create legal relations, and capacity to contract

Restraint of Trade Doctrine: Legal principle ensuring that contractual restrictions on trade or business activities are reasonable in terms of time and scope

Public Interest Exceptions: Legal principles covering whistleblowing protection and public policy considerations that may override confidentiality obligations

Employment Law Implications: Relevant employment legislation and principles that must be considered if the confidentiality agreement involves employees or workplace rights

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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