Letter Of Intent Confidentiality Clause Template for England and Wales

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Key Requirements PROMPT example:

Letter Of Intent Confidentiality Clause

"I need a Letter of Intent Confidentiality Clause for a potential merger with a tech startup, ensuring strict protection of our proprietary software code and customer data during preliminary discussions planned for March 2025."

Document background
A Letter of Intent Confidentiality Clause is essential when parties are entering preliminary discussions or negotiations and need to protect sensitive information. This clause, governed by English and Welsh law, typically precedes formal agreements and creates binding obligations regarding confidential information exchange. It outlines the scope of confidential information, permitted uses, disclosure restrictions, and duration of obligations. The clause is particularly crucial in situations involving commercial negotiations, mergers and acquisitions, joint ventures, or other business arrangements where proprietary information needs protection during early-stage discussions.
Suggested Sections

1. Introduction: Purpose of the letter and context for the confidentiality obligations

2. Definition of Confidential Information: Clear specification of what constitutes confidential information under this letter

3. Obligations of Confidentiality: Core confidentiality requirements, restrictions, and duties of the recipient

4. Duration of Confidentiality: Time period for which confidentiality obligations apply and survive

5. Return/Destruction of Information: Requirements for handling confidential information after purpose is complete

Optional Sections

1. Permitted Disclosures: Optional section specifying circumstances where disclosure is allowed, used when specific exceptions are needed

2. Data Protection Provisions: Additional provisions addressing personal data protection, used when personal data is involved

3. Security Measures: Specific security requirements and protocols, used for highly sensitive information

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the letter

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle 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 UK legislation implementing the EU Trade Secrets Directive, protecting against unlawful acquisition, use and disclosure of trade secrets

Data Protection Act 2018 (UK GDPR): Primary legislation governing the processing and protection of personal data in the UK post-Brexit

Common Law Contract Principles: Fundamental principles of contract law developed through case law in England and Wales

Faccenda Chicken v Fowler [1987]: Key case law establishing the classification of different types of confidential information and their protection

Attorney General v Guardian Newspapers (No 2) [1990]: Landmark case establishing core principles of confidentiality and breach of confidence

Vestergaard Frandsen v Bestnet Europe [2013]: Supreme Court case defining the scope and limits of confidential information protection

ICO Guidelines: Regulatory guidance from the Information Commissioner's Office on handling confidential information

FCA Requirements: Financial Conduct Authority regulations regarding confidentiality in the financial sector

Professional Codes of Conduct: Industry-specific professional standards and requirements for maintaining confidentiality

Industry-Specific Regulations: Sector-specific regulatory requirements governing confidential information handling

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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