Template:Confi basic structure

Basic structure of a confidentiality agreement

1. Who is who: who is disclosing and who is receiving, or is it mutual?
2. The Confidential information: what is it?

(a) What generally counts as confidential information?

(b) What is excluded from that general definition? Usually along material which:

(i) is in the public domain

(ii) the receiver already held before disclosure

(iii) the receiver receives independently, without breach of confidence

(iv) the receiver develops independently, without reliance on the confidential information

3. Purpose: What is the purpose of disclosing the confidential information?
4. Recipients: who is allowed access to the confidential information for the project?

(a) Which of the recipient’s personnel can access the confidential information?

(a) Are there any external personnel with whom the recipient can share confidential information?

5. The confidentiality undertaking itself

(a) To keep the confidential information confidential; maintain appropriate information barriers etc.

(b) To use it only for the permitted purpose

(c) Not to reverse engineer, decompile or disassemble confidential information

(e) To keep the project confidential

(e) Return or destroy confidential information at the end of the project

6. Under what circumstances can the recipient disclose confidential information, and to whom, beyond the project?

(a) Regulator’s requests

(b) During dispute resolution processes

(c) Any conditions on “extra-projectual” disclosure

7. Term of the confidentiality obligation
8. General

(a) What representations does the discloser make?

(b) What acknowledgments does the recipient make?

(c) Governing law