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Confidentiality Non Solicitation Agreement Template for England and Wales

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Key Requirements PROMPT example:

Confidentiality Non Solicitation Agreement

"I need a Confidentiality Non Solicitation Agreement to protect my tech startup's trade secrets and prevent poaching of employees by a potential investor during our funding negotiations starting January 2025."

Document background
The Confidentiality Non Solicitation Agreement is designed for situations where parties need to share sensitive information while protecting against both information misuse and business relationship interference. It is commonly used in commercial negotiations, potential business partnerships, or employment contexts under English and Welsh law. This agreement combines standard confidentiality provisions with non-solicitation covenants, providing comprehensive protection for business interests while ensuring compliance with UK competition law and employment regulations.
Suggested Sections

1. Parties: Identification and details of all parties entering into the agreement

2. Background: Context and purpose of the agreement, including the relationship between the parties

3. Definitions: Defined terms used throughout the agreement, including 'Confidential Information' and 'Restricted Period'

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Non-Solicitation Covenants: Restrictions on soliciting employees, customers, or suppliers

6. Duration: Time period for which obligations remain in force

7. Return of Confidential Information: Obligations regarding return or destruction of confidential materials

8. Governing Law and Jurisdiction: Specification of applicable law and courts

Optional Sections

1. Permitted Disclosures: Exceptions to confidentiality obligations, used when specific exceptions need to be clearly defined

2. Group Company Provisions: Extension of obligations to group companies, used when parties are part of larger corporate groups

3. Data Protection: Specific provisions relating to personal data, used when confidential information includes personal data

4. Intellectual Property: Protection of IP rights in confidential information, used when confidential information includes IP

5. Survival: Provisions that continue after termination, used when certain obligations need to survive agreement termination

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of information considered confidential

2. Schedule of Restricted Customers: List of customers covered by non-solicitation provisions

3. Schedule of Restricted Employees: List of employees covered by non-solicitation provisions

4. Data Processing Schedule: Details of data processing activities if personal data involved

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















Clauses

















Industries

UK GDPR: UK General Data Protection Regulation - Key legislation governing how personal data must be handled and protected in confidentiality agreements

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR to regulate personal data processing and protection

PECR: Privacy and Electronic Communications Regulations - Specific rules for privacy in electronic communications

Employment Rights Act 1996: Fundamental UK employment legislation that provides context for employee-related restrictions and protections

Trade Secrets Regulations 2018: Regulations protecting trade secrets and confidential business information, providing framework for enforcement

Restraint of Trade Doctrine: Common law principle requiring that non-solicitation clauses must be reasonable and protect legitimate business interests

Unfair Contract Terms Act 1977: Legislation controlling unfair terms in contracts, ensuring balance and reasonableness in contractual obligations

Contracts Rights of Third Parties Act 1999: Legislation governing how third parties may enforce contractual terms, relevant for extending confidentiality obligations

Competition Act 1998: Legislation ensuring that non-solicitation provisions do not unfairly restrict competition in the market

Enterprise Act 2002: Framework for business regulation including provisions affecting how business relationships and competition are governed

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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