Draft an Information Sharing Agreement (UK)

Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom.
Also note: This is not legal advice.

Introduction

Organizations, businesses, and government entities in the United Kingdom are acutely aware of the importance of information sharing agreements. In an era where digital data is increasingly vulnerable to unauthorized access and disclosure, it is essential that these organizations put effective agreements in place which protect confidential information from being shared with those who do not have permission. Without such an agreement, organizations risk facing legal action, fines, or reputational damage.

Information sharing agreements also serve to limit liability for the parties involved by spelling out precisely who can access what information. This is particularly relevant when dealing with sensitive data which carries a greater risk of breach. Moreover, these agreements act as a means of ensuring that all parties involved are aware of how the data will be used; only approved recipients will be granted access to confidential information.

Finally, by creating an agreement - especially one which meets market standards - organizations can demonstrate their commitment to protecting their customers’ or clients’ personal data and build trust with them. For this reason alone it is essential that organizations create effective information sharing agreements - and we here at Genie AI are here to help make this process as straightforward as possible! Our community template library provides millions of datapoints on what a market-standard agreement should look like while our free templates make customizing your own document easy and efficient - no Genie AI account required! So now you have all the tools you need for drafting your own high-quality legal documents; read on below for our step-by-step guide on how best to proceed today!

Definitions (feel free to skip)

Establishing: Creating or setting up something, usually by making rules or regulations.
Identifying: Recognizing or distinguishing something or someone.
Describing: Explaining or conveying information about someone or something.
Defining: Giving a precise or exact meaning or explanation.
Confidentiality: Keeping information private or from being shared.
Responsibilities: An obligation or duty to do something.
Dispute Resolution Process: A structured process used to resolve conflicts between two or more parties.
Compliance: Acting according to the rules, regulations, or standards.
Audit Rights: The right to examine or inspect a document or record.
Indemnification: The act of compensating someone for a loss or damage.
Termination: Ending or canceling something.

Contents

• Establishing the purpose of the agreement
• Identifying the parties to the agreement
• Describing the scope of the agreement
• Identifying the type of data
• Defining the format of data
• Defining the timeframe of data
• Establishing confidentiality provisions
• Identifying what is confidential
• Establishing the duration of confidentiality
• Establishing consequences for breach of confidentiality
• Setting out the responsibilities of the parties
• Defining the roles and responsibilities of each party
• Establishing the timeframe for each party’s responsibilities
• Establishing dispute resolution processes
• Identifying the dispute resolution process
• Establishing the timeframe for resolution
• Establishing compliance with applicable laws and regulations
• Identifying the laws and regulations
• Establishing procedures to ensure compliance
• Establishing audit rights
• Identifying who has the right to audit
• Establishing the timeframe for the audit
• Setting out termination provisions
• Defining the conditions for termination
• Establishing the notification process for termination
• Establishing indemnification clauses
• Identifying the scope of indemnity
• Establishing the conditions for indemnity

Get started

Establishing the purpose of the agreement

• Identify the reasons why the parties are entering into the agreement
• List the objectives of the agreement and the scope of the information sharing
• Outline the purpose of the information sharing and the context in which it will take place
• Make sure that the purpose of the agreement is clear and unambiguous
• Ensure that you are able to monitor the progress of the agreement and the information sharing
• When you have established the purpose of the agreement, you can move on to the next step of identifying the parties to the agreement.

Identifying the parties to the agreement

• Identify the parties to the agreement by name and address, and include any relevant contact information.
• For each party, determine and document their roles and responsibilities in the agreement and the information sharing process.
• Establish the legal status of each party, such as registered company or private individual.
• When all parties to the agreement have been identified, you can check this off your list and move on to the next step.

Describing the scope of the agreement

• Establish the purpose of the agreement and the sharing of data between the parties
• Describe the data that will be shared, including any limitations on the data and the duration of the agreement
• Specify any conditions that must be met for the data to be shared, such as the purposes for which it must be used and any restrictions on the further sharing of the data
• Outline any security requirements for the data and any additional measures that must be taken to protect the data
• When you have finished describing the scope of the agreement, make sure to check your work and ensure that all aspects are clear and accurate.

Identifying the type of data

• Use the data mapping exercise to identify the categories of data and the purpose for which the data will be shared
• Make sure to consider any special categories of data, such as data about children or health-related data
• Also identify any key regulations or legislation that will apply to the data sharing agreement
• You can check this step off your list when you have determined the categories of data, the purpose for which the data will be shared, and any relevant regulations or legislation.

Defining the format of data

• Identify the format of data that needs to be shared and ensure it is compatible with the receiving organisation’s systems
• Consider whether the data needs to be encrypted to ensure security and confidentiality
• Outline the format of data that will be shared in the agreement
• Consider the technical specifications of the data (e.g. file size, type of file, file naming conventions, etc.)
• Ensure the receiving organisation is able to accept the format of data as outlined in the agreement
• Confirm the agreement of the format of data in writing

Once you have identified the format of data that needs to be shared, outlined the format of data in the agreement and confirmed the agreement in writing, you can check this off your list and move on to the next step.

Defining the timeframe of data

• Establish a clear timeline for when the data will be shared and/or when it will be returned
• Set a time limit for the agreement, including any extension clauses
• Decide whether the agreement will be ongoing or will renew automatically
• Determine whether the agreement can be terminated by either party
• Once you have all of the details for the timeframe of the data sharing agreement in place, you can check this step off your list and proceed to the next step, Establishing confidentiality provisions.

Establishing confidentiality provisions

• Consider the necessary confidentiality provisions and any special requests from both parties, such as the duration of the agreement, the purpose of the agreement, and any other special requirements
• Determine the nature of information to be shared and the means of communication
• Establish a clear statement of confidentiality that outlines the obligations of both parties
• Identify the types of information that will be shared and the parties who can access it
• Recognize the need for both parties to protect the confidential information and agree to not use it for any purpose other than that outlined in the agreement
• Outline any restrictions on the transfer of confidential information to third parties
• Consider the need for any additional security measures, such as encryption and password protection
• When you have established all the confidentiality provisions, you can move on to the next step in the process.

Identifying what is confidential

• Identify the information that is confidential, and any exclusions from this definition
• Consider what type of information needs to be protected, such as trade secrets, know-how, financial information, customer lists, etc.
• Decide what the party receiving the confidential information can and cannot do with the information
• Make a note of any specific restrictions such as not using the confidential information for its own benefit or not disclosing the information to third parties
• Consider whether the parties need to agree on a list of confidential information or whether the definition of confidential information is sufficient
• When you have agreed on a definition of confidential information and any restrictions, you are ready to move on to the next step.

Establishing the duration of confidentiality

• Determine a reasonable and appropriate duration of confidentiality that reflects the purpose of the agreement
• Consider factors such as the nature of the agreement, the sensitivity of the information, and the context in which it is being shared
• Include a specific date or event when confidentiality will end in the agreement
• Include a clause that allows for the duration of confidentiality to be extended if necessary
• Once you have determined the duration of confidentiality, it can be included in the agreement and you can move on to the next step: Establishing consequences for breach of confidentiality.

Establishing consequences for breach of confidentiality

• Decide what legal consequences should be imposed for breach of confidentiality;
• Agree the type of damages to be paid by the responsible party;
• Include a clause that outlines the legal action that can be taken;
• Agree on the types of remedies available;
• State who will bear the costs of any legal action.

You can check this step off your list once all the legal consequences and remedies have been agreed upon and included in the agreement.

Setting out the responsibilities of the parties

• Identify the roles and responsibilities of each party, including who will be responsible for:
• Drafting the agreement;
• Managing the flow of information;
• Ensuring the accuracy of the data;
• Ensuring the security of the data;
• Reporting any breaches of the agreement;
• Taking corrective action to prevent further breaches;
• Ensure that each party has clear responsibilities and that they are recorded in the agreement;
• Include a clause that allows each party to make changes to their responsibilities if necessary;
• Specify the circumstances in which the agreement can be terminated;
• Include a clause that allows the agreement to be amended or updated if needed;
• Once all parties have agreed to the responsibilities set out in the agreement, the document can be signed and dated.

Defining the roles and responsibilities of each party

• Determine and define the roles and responsibilities of each party
• Identify the specific information to be shared and the purpose for sharing it
• Record the roles and responsibilities of each party in the information sharing agreement
• Each party should be clear about the roles and responsibilities they are undertaking
• Identify any potential conflicts of interest
• Make sure that the roles and responsibilities are consistent with legal and regulatory requirements
• When complete, both parties should sign and date the agreement

You’ll know you can check this off your list and move on to the next step once all the roles and responsibilities of each party have been clearly defined, recorded in the information sharing agreement, and both parties have signed and dated the agreement.

Establishing the timeframe for each party’s responsibilities

• Decide on a start date for the agreement
• Establish the duration of the agreement
• Determine when each party must fulfil their responsibilities
• Agree on the timeline for review of the agreement if needed

When you can check this off your list: When both parties have agreed on a start date, the duration of the agreement, the timeline for each party’s responsibilities, and the timeline for review of the agreement.

Establishing dispute resolution processes

• Research the applicable laws in the UK to determine the resolution process that must be followed.
• Set out the applicable dispute resolution process in the Information Sharing Agreement (ISA).
• Specify what constitutes a breach of the agreement, and detail the steps of the dispute resolution process.
• Include a clause detailing the consequences of a breach of the agreement.
• Specify any applicable timeframes for dispute resolution.

When you can check this off your list and move on to the next step:

• When you have researched applicable laws and have set out the applicable dispute resolution process in the ISA.

Identifying the dispute resolution process

• Consider the legal ramifications of your dispute resolution process and decide which method of resolution is most appropriate for the agreement
• Research the costs associated with the different dispute resolution processes
• Identify any external services that may be needed to facilitate the resolution process
• Decide which entity should bear the costs of the resolution process
• Draft a clause in the agreement outlining the dispute resolution process
• When the clause is agreed upon by all parties, you can move on to the next step.

Establishing the timeframe for resolution

• Establish the timeframe for resolution in the agreement.
• Set a timeline for resolving disputes that is both reasonable and achievable.
• Agree to abide by the resolution timeline and any other specific timelines for responding to communications.
• This timeline should be included in the agreement and be mutually agreed upon by all parties.
• Once the timeline for resolution has been agreed upon and established, this step can be checked off the list and the next step in the process can be tackled.

Establishing compliance with applicable laws and regulations

• Identify applicable laws, regulations and other legal requirements applicable to the parties involved in the information sharing agreement.
• Ensure that the agreement is compliant with all relevant requirements.
• Ensure that the agreement is regularly reviewed and updated to maintain compliance.
• Document any changes made to the agreement to ensure compliance.

Once you have identified the applicable laws and regulations and ensured that the agreement is compliant, you can proceed to the next step.

Identifying the laws and regulations

• Gather information on the applicable laws and regulations in the UK and any other relevant jurisdictions
• Consider the GDPR, Data Protection Act 2018, Data Protection, Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other relevant legislation
• Research case law related to information sharing agreements in the UK
• Document any relevant policies or guidance from regulators or supervisory authorities
• Discuss any potential inconsistencies between the laws and regulations of different jurisdictions
• Check to see if any laws or regulations need to be amended to ensure compliance
• When you have identified all of the applicable laws and regulations, you can move on to the next step: Establishing procedures to ensure compliance.

Establishing procedures to ensure compliance

• Identify the purpose and scope of the agreement.
• Draft procedures to ensure that all parties comply with the agreement.
• Ensure that procedures are tailored to the specific needs of the data sharing partners.
• Outline the responsibilities of each data sharing partner in complying with the agreement.
• Consider setting up an Information Security Working Group, if appropriate, to review and monitor compliance.
• Provide guidance on how to report any non-compliance with the agreement.
• Indicate the sanctions for non-compliance with the agreement.

Once these procedures have been established, you can move on to establishing audit rights.

Establishing audit rights

• Determine the scope and purpose of the audit and create a set of audit rights
• Outline the types of information that will be subject to audit and how it should be accessed
• Establish a process for obtaining and providing access to the requested information
• Establish procedures for handling confidential information
• Identify the individuals who are authorized to conduct an audit and the duration of their authorization
• Establish a timeline for conducting the audit and specify the process for conducting the audit
• Set out the obligations of the parties with respect to the audit and the reporting of audit results
• Once the audit rights have been established, the agreement should be signed by all parties involved.

Once the audit rights have been established, you can check this off your list and move on to the next step.

Identifying who has the right to audit

• Determine the party that should be granted the right to audit.
• The auditors should have access to all relevant information related to the agreement.
• Outline the circumstances in which the audit will take place (e.g. when there is a breach of contract).
• Consider who will receive notice of the audit, and how this notice will be delivered.
• Specify the rights and responsibilities of the auditor.

You can check this off your list once the parties have agreed on all aspects of the audit rights and the auditor’s responsibilities.

Establishing the timeframe for the audit

• Outline how often the audit should take place
• Agree the duration of each audit
• Determine when the first audit should take place
• Specify the deadline for completing each audit
• Agree on a notification period before each audit
• When the timeframe for the audit has been established, you can move to the next step, setting out termination provisions.

Setting out termination provisions

• Identify the circumstances that may lead to termination of the agreement
• Outline the consequences of the termination (for example, return of confidential information, indemnification, payment of fees, etc.)
• Agree on the notice period to be given before termination
• Specify the party that will handle the termination
• Ensure that the termination provisions are agreed upon and signed by both parties

You can check this step off your list when you have identified the relevant circumstances for termination, outlined the consequences, agreed on the notice period, specified the party responsible for the termination, and both parties have signed off on the termination provisions.

Defining the conditions for termination

• Outline what circumstances may lead to termination of the agreement, such as breach of a material term or the expiry of the agreement
• Specify any conditions that must be satisfied before termination is effective, such as providing notice of termination
• Note any steps that need to be taken if a party is in breach of the agreement, such as providing an opportunity to remedy the breach within a certain period of time
• Set out any consequences of termination, such as return of information or the payment of damages

You can check this step off your list and move on to the next step when you have defined the conditions for termination in line with the requirements of the agreement.

Establishing the notification process for termination

• Consider the applicable laws and regulations for information sharing requirements in the UK
• Identify the applicable legal obligations and agree on the notification process for termination
• Identify the date by which the Parties must provide such notification
• Set out the notification requirements for the termination of the Agreement
• Ensure that the Parties are aware of the consequences of a breach of the notification provisions
• Agree the method of notification that must be used
• Confirm that the termination will not affect any data sharing which has already taken place
• Check that you have completed this step and move on to establishing indemnification clauses.

Establishing indemnification clauses

• Decide if you want to include an indemnity clause in the agreement
• If so, decide on the scope of the indemnity
• Decide who is responsible for liabilities arising from the agreement
• Consider what losses the indemnifying party will be liable for
• Draft the indemnification clause into the agreement, detailing the scope of liability
• Have the agreement reviewed by a lawyer to ensure the clause is legally binding

Once you have drafted the indemnification clause and have it reviewed by a lawyer, you can check this step off your list and move on to the next step in drafting an Information Sharing Agreement (UK).

Identifying the scope of indemnity

• Understand the types of losses that the parties need to protect themselves against
• Consider the scope of indemnity and whether it should include losses caused by the negligence of the parties
• Identify the circumstances in which the indemnity should apply
• Decide if the indemnity should cover the costs of defending claims
• Agree the scope of indemnity in writing
• Once the scope of indemnity is agreed, the parties can move on to establishing the conditions for indemnity.

Establishing the conditions for indemnity

• Research applicable laws and regulations that address liability and indemnity for the parties involved
• Identify any potential areas of risk for both parties
• Outline the terms of indemnity and liability protection for each of the parties in the agreement
• Make sure that the terms of indemnity and liability protection are clear and unambiguous
• Specify any other conditions or restrictions that may apply to the indemnity
• Make sure that the conditions for indemnity are consistent with the scope of indemnity established in the previous step
• Review the agreement with both parties and make sure that they understand and agree to the indemnity and liability protection conditions
• Once all parties have agreed to the conditions of indemnity, the agreement can be finalized

You’ll know that you can check this off your list and move on to the next step when you have established the conditions for indemnity, reviewed the agreement with both parties, and receive confirmation that they understand and agree to the indemnity and liability protection conditions.

FAQ:

Q: What is the difference between an Information Sharing Agreement and a Data Protection Agreement?

Asked by John on October 14th 2022.
A: An Information Sharing Agreement (ISA) is a contract between two or more parties that allows them to share confidential information with each other, while a Data Protection Agreement (DPA) covers the use of data, such as how it is collected, stored and used. Whereas an ISA sets out the rules around the sharing of confidential information by one party with another, a DPA covers the use of data by either party. The two agreements are often used in tandem when parties are engaging in information-sharing activities.

Q: Is an Information Sharing Agreement legally binding?

Asked by Sarah on March 3rd 2022.
A: Yes, ISAs are legally binding contracts that can be enforced in court. It is important to ensure that all parties involved understand their rights and obligations under the agreement, and that they sign it in order to make it legally binding. In addition, all parties should review any changes to the agreement before signing off on it in order to ensure that it meets their needs and expectations.

Q: How do I know if an Information Sharing Agreement I’m considering is valid?

Asked by Christopher on June 7th 2022.
A: A valid ISA should be reviewed by a qualified lawyer who can ensure that it meets all legal requirements, such as compliance with data protection laws and other applicable regulations. Additionally, all parties should read through the agreement carefully and make sure they understand their rights and obligations before signing off on it. It is also important to ensure that all parties are aware of any changes or updates to the agreement before signing off on it.

Q: What kind of confidential information can be shared under an Information Sharing Agreement?

Asked by Jessica on November 17th 2022.
A: The type of confidential information that can be shared under an ISA depends on the agreement itself. Generally speaking, however, ISAs cover information such as trade secrets, customer lists, pricing strategies, financial information, business plans, product development plans, marketing plans, technology specifications, and intellectual property rights. Additionally, some agreements may also include provisions for non-disclosure of confidential information or non-compete clauses.

Q: Who should be listed as a party to an Information Sharing Agreement?

Asked by Michael on April 28th 2022.
A: The parties to an ISA should include everyone who will be involved in sharing confidential information or data under the agreement; this includes both parties who will be providing information as well as those who will be receiving it. It’s important to include all relevant stakeholders so that there is clarity about who has access to what information and how it can be used.

Q: What should I include in my Information Sharing Agreement?

Asked by Jennifer on August 22nd 2022.
A: An ISA should include all relevant provisions that govern the sharing of confidential information between two or more parties. This includes provisions regarding how the information is collected, stored, used and handled; how it will be kept secure; what restrictions are placed on its use; what rights each party has with respect to the use of information; any restrictions on disclosure; and any dispute resolution mechanisms in case of a disagreement or breach of contract. Additionally, some agreements may also include non-disclosure or non-compete clauses depending on the nature of the agreement.

Q: How long does an Information Sharing Agreement last?

Asked by Joshua on December 6th 2022.
A: The duration of an ISA depends on its terms and conditions; typically it will last for a set period of time such as one year or five years but this may vary depending on the nature of the agreement and the needs of the parties involved. It is important to review any updates or changes to the agreement before signing off on it so that all parties understand their rights and obligations under the agreement for its duration.

Q: How do I know if my Information Sharing Agreement complies with UK law?

Asked by Matthew on January 24th 2022.
A: It is important to seek legal advice from a qualified lawyer in order to ensure that your ISA complies with applicable UK laws and regulations such as those set out in the Data Protection Act 2018 (DPA 2018). This includes ensuring that you obtain necessary consents from data subjects when collecting personal data; providing clear and specific purposes for why personal data is being collected; ensuring secure storage of collected personal data; and ensuring that collected personal data is not transferred outside of the UK without prior consent from individuals whose data you are processing. Additionally, you should always ensure that any changes made to your ISA are reviewed by a qualified lawyer before signing off on them in order to ensure compliance with applicable law at all times.

Q: What happens if one party breaches their obligations under an Information Sharing Agreement?

Asked by Andrew on July 10th 2022.
A: If one party breaches their obligations under an ISA then this could lead to serious consequences including legal action being taken against them for damages incurred due to their breach of contract; loss of trust between parties; or even termination of the agreement altogether depending on its terms and conditions. It is therefore important for all parties involved in an ISA to understand their rights and obligations clearly so that they can take steps to avoid any potential disputes or breaches occurring in future.

Q: How often should I review my Information Sharing Agreement?

Asked by David on September 27th 2022.
A: An ISA should be reviewed regularly in order to ensure compliance with applicable laws and regulations as well as any changes in business needs or circumstances which may impact its terms or conditions over time. Additionally, any changes made to your ISA should always be reviewed by a qualified lawyer before signing off on them in order to ensure compliance with applicable law at all times.

Q: Is there any special consideration needed when drafting an Information Sharing Agreement for EU countries?

Asked by Robert on May 15th 2022.
A: Yes, there are special considerations which need to be taken into account when drafting an ISA for EU countries due to different jurisdictions having different requirements with regards to data protection laws as well as other applicable regulations such as GDPR (General Data Protection Regulation). For example, GDPR requires companies operating within Europe to obtain explicit consent from individuals whose data they are processing; provide clear purposes for why they are collecting personal data; keep any collected personal data secure; and not transfer collected personal data outside of Europe without prior consent from individuals whose data they are processing… As such, it is important for companies operating within Europe to seek legal advice from qualified lawyers when drafting their ISAs in order to ensure compliance with applicable laws at all times

Example dispute

Suing a Company for Violating an Information Sharing Agreement

• The plaintiff can sue the company for violating the information sharing agreement, which is a contract between two or more parties.
• The agreement is legally binding, and outlines the details of the information to be shared and the duties of each party to the agreement.
• The plaintiff must prove that the company violated the terms of the agreement and caused damages as a result.
• The plaintiff can seek monetary damages, including damages for breach of contract, as well as injunctive relief such as an order to stop the company from continuing to violate the agreement.
• The damages can include any losses suffered by the plaintiff as a result of the breach, such as lost profits, or the cost of repairing or replacing the information shared.
• The court may also consider other factors, such as the nature and extent of the breach, and whether the company acted with intent to harm the plaintiff.
• The court may also consider whether the company took reasonable steps to prevent the breach or mitigate damages.
• The plaintiff should provide evidence to support their claims, including documentation of the agreement, the parties involved, and the damages suffered.
• Settlement may be reached through negotiation or mediation, or through a court order.

Templates available (free to use)

Information Sharing Agreement

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