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Information Technology Confidentiality Agreement Template for England and Wales

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Key Requirements PROMPT example:

Information Technology Confidentiality Agreement

"I need an Information Technology Confidentiality Agreement to protect our company's proprietary software development methodology and source code when working with an external development team in India, starting from March 2025."

Document background
This Information Technology Confidentiality Agreement is essential when parties need to share sensitive technical information, source code, system architecture details, or other proprietary technology-related information. It is particularly relevant for technology development, IT service provision, and digital transformation projects under English law. The agreement ensures compliance with UK data protection requirements while protecting valuable intellectual property and trade secrets. It is commonly used in commercial relationships involving technology transfer, software development, IT consulting, and system integration projects.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Confidential Information: Definition and scope of protected information

5. Obligations of Confidentiality: Core confidentiality duties and restrictions

6. Permitted Disclosures: Circumstances where disclosure is allowed

7. Term and Termination: Duration and termination provisions

8. Return of Confidential Information: Obligations upon termination

9. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Data Protection: Additional provisions for GDPR compliance when personal data is involved

2. Security Measures: Specific IT security requirements for sensitive technical information

3. International Transfers: Cross-border data transfer provisions when multiple jurisdictions are involved

4. Intellectual Property: IP rights and protection clauses for technology-related confidential information

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list and categories of protected information

2. Schedule 2 - Authorized Personnel: List of individuals authorized to access confidential information

3. Schedule 3 - Security Protocols: Technical security requirements and procedures

4. Schedule 4 - Data Processing Terms: Detailed data processing requirements and compliance measures

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




















Relevant Industries
Relevant Teams
Relevant Roles
Industries

UK GDPR and Data Protection Act 2018: Key data protection legislation that governs how personal data must be handled, processed, and protected within IT systems and confidentiality agreements

Privacy and Electronic Communications Regulations (PECR): Specific rules for privacy in electronic communications, including requirements for secure communication methods and data storage

Copyright, Designs and Patents Act 1988: Protects intellectual property rights in IT contexts, including software, documentation, and proprietary systems

Trade Marks Act 1994: Relevant for protecting business names, logos, and other branded elements in IT systems and documentation

Trade Secrets (Enforcement, etc.) Regulations 2018: Specific legislation protecting confidential business information and trade secrets, crucial for IT confidentiality agreements

Common Law Contract Principles: Fundamental principles of contract formation, including offer, acceptance, consideration, and intention to create legal relations

Law of Confidence: Common law principles protecting confidential information and defining obligations in confidentiality relationships

Misrepresentation Act 1967: Covers false statements or misrepresentations made during contract formation that might affect confidentiality obligations

Computer Misuse Act 1990: Legislation concerning unauthorized access to computer systems and data, relevant for IT security provisions

Network and Information Systems Regulations 2018: Regulations governing network and information system security, particularly relevant for IT infrastructure

Employment Rights Act 1996: Relevant when confidentiality agreements involve employees or contractors in IT roles

Financial Services and Markets Act 2000: Specific requirements for confidentiality in financial sector IT systems and data handling

ICO Guidelines: Information Commissioner's Office guidance on data protection and information security best practices

International Data Transfer Requirements: Regulations governing the transfer of data across borders, including specific requirements under UK and EU law

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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