Confidentiality agreement

Protect created work
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Document overview

This non-disclosure agreement is for use by a creator of a piece of intellectual property (such as a work of art, a book, a film, an idea, or software code) to prevent another party from using ideas within the work without the his or her permission. It allows you to explore development, manufacture, use or sale of the piece of work together with the other party.
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  • England & Wales
  • Scotland
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  • Length:7 pages (2000 words)
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About this document

There are lots of situations where you might want to show a creative piece of work to someone else.

You may be at concept stage and want ideas or help in developing it, or you may have developed it fully, but want to manufacture, sell or use it.

However, the other party (whether a business or individual) to whom you divulge may be in a situation to be able to benefit from the using your work (perhaps in direct competition against you) or the passing of it on to someone else.

You can use this agreement to prevent them from copying your ideas or acting on the information and so protect your personal or business information or ideas.

This agreement is about how sensitive information will be kept confidential. The actual nature of the work is not important to agreement of how it will be used. Therefore, there are many situations in which this document can be used. Of course total secrecy is preferred. But there are many occasions in life when disclosure is necessary.

The information protected could be anything: physical or conceptual, developed or undeveloped, business or personal. This document is drawn broadly to cover all information passing to the other side, but in a way that enables you to insert your own precise secrets if you want to specify them.

We give you choices as to how you want the recipient of your information to deal with it. You may limit disclosure to the person who signs this agreement or you may allow him to pass the information to professional advisers or employees or consultants.

Points to consider in how you manage confidentiality and non-disclosure

Non-disclosure is, for all purposes, a different name for confidentiality. It tends to be more commonly used in the USA and tends to suggest protection against passing-on of information alone rather than use of the information as well. Confidentiality is the British equivalent. In the UK, either label is acceptable in law: what matters is the content.

The law in this agreement is basic contract law. It is strong and clear.

You should recognise that all the legal agreements in the world cannot prevent accidental or unintentional disclosure (for example, careless talk over a drink with a friend, or when leaving your documents out for public rubbish collection). A good agreement (like this one) should therefore also cover what happens if the information is used or disclosed.

You can also manage risks by limiting the information that you disclose, and the people who know about it. Both these things are covered by this document. Both individuals and business owners tend to be most diffident about asking for a confidentiality agreement from people they “trust” with their ideas, but who have no obligation to keep secrets (for example, friends, relatives, potential investors, partners and customers). This is a great mistake. The upside of protection from insisting on an agreement far outweighs the downside of loss of private data.

When to use this agreement

Either party can initiate use. If you are the receiver of information, you can make the other side at ease by suggesting the use of one before they do.

The agreement should be signed before information is disclosed.

Examples of when this agreement might be used include:

  • you are disclosing an idea or piece of information

  • you are showing someone a work of art or a prototype design

  • you are revealing a new process that will be valuable to the other party

  • you are showing someone how something works (like showing the source code of software)

  • you are looking for feedback on your ideas

  • you wish to show someone an idea for a book, film or play

  • you wish to show a manufacturer or developer your work

Similar versions

Net Lawman also sells similar documents for slightly different circumstances:

If only one party is disclosing information to others, see our standard standard agreement suitable for most situations.

If two or more parties are disclosing information to each other, see our mutual disclosure agreement.

If information is being disclosed to a consultant, contractor or supplier, see this version for dealing with a supplier, contractor or consultant.

Document features and contents

  • Either or both parties can be individuals or businesses

  • Fast to put in place: guidance notes make completion easy

  • Provides strong legal protection

  • Can be used to protect defined information, or generally

  • The subject and nature of the information being kept confidential can be anything

The paragraphs in the agreement include:

  • Interpretation
  • Definition of the confidential information: can be as broad or specific as you like
  • Excluded information
  • Non-disclosure
  • Publicity: flexibility to allow publicity should you require
  • Security of disclosed information: how information must be kept and stored
  • Ownership and warranty
  • Undertakings not to steal customers and staff
  • Other legal provisions to protect your interests
Sample confidentiality agreementSample page from the non-disclosure agreement

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Recent reviews

Great Service
19 February 2024
I was worried that it will all be automated help with a long response time . I needed an IP agreement for my business I was starting and didn't want to be investing in big legal fees before the business has even started. It was important to me that the document looked and sounded legal and had some reference to local law. They provided me with a mark up of changes and a clean document so I can see clearly what was amended. I would definitely be coming back for for more legal documents as it was so clear, the turn around was fast and friendly.
Lisa Middleton
Review of the New Zealand version
Highly Recommended
10 May 2022
A very useful document and well supported by the explanatory notes. Would highly recommend. I run a small financial services consultancy and had approached 5 separate Irish based law firms looking to engage them. Not 1 firm responded to my request. I'm comfortable editing legal documents so the Net Lawman base was excellent. One small frustration however - the formatting isn't particularly friendly so throws out other content when being manipulated. Otherwise, a service that I will continue to use.
Jason Forsyth
Review of the Ireland version
Covered My Needs
25 May 2021
This is perfect for protecting your IP and creative work and this document covered every aspect of the issues I had concerns about. I added my specific product information but it was easy and quick to download, understand and amend for my use. VERY affordable and saved me a lot of stress. THANKS
Nicky Webber
Review of the New Zealand version
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