Confidentiality agreement: protect created work
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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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
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:
- Definition of the confidential information: can be as broad or specific as you like
- Excluded information
- Publicity: flexibility to allow publicity should you require
- Security of disclosed information: how information must be kept and stored
- Data Protection: compliance with DP Act 1988
- Ownership and warranty
- Undertakings not to steal customers and staff
- Other legal provisions to protect your interests
This document was written by a solicitor for Net Lawman. It complies with current English law.
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