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Non Employee Confidentiality Agreement Template for England and Wales

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Key Requirements PROMPT example:

Non Employee Confidentiality Agreement

"I need a Non Employee Confidentiality Agreement for a software development contractor who will have access to our source code and customer database, starting March 2025, with special emphasis on data protection and return of information clauses."

Document background
The Non-Employee Confidentiality Agreement is essential when organizations need to share sensitive information with external parties while maintaining legal protection. This agreement, governed by English and Welsh law, is commonly used with contractors, consultants, and service providers who need access to proprietary information to perform their duties. It defines confidential information, establishes clear obligations for its protection, and provides legal remedies in case of unauthorized disclosure. The agreement is particularly crucial for protecting trade secrets, customer data, and business strategies in various commercial relationships.
Suggested Sections

1. Parties: Identifies the contracting parties and their details

2. Background: Explains context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement including what constitutes confidential information

4. Obligations of Confidentiality: Details the core confidentiality obligations and restrictions on use of confidential information

5. Term and Survival: Duration of agreement and surviving obligations after termination

6. Return of Confidential Information: Requirements for returning or destroying confidential information upon request or termination

7. Remedies: Legal remedies available in case of breach including injunctive relief

8. Governing Law and Jurisdiction: Specifies English and Welsh law as governing law and jurisdiction

Optional Sections

1. Permitted Disclosures: Exceptions to confidentiality obligations, including required disclosures by law or regulation

2. Data Protection: Specific provisions relating to personal data handling and GDPR compliance

3. Intellectual Property: Provisions clarifying IP ownership and rights in relation to confidential information

4. Non-Competition: Additional restrictions on competitive activities where relevant to confidential information

5. Security Measures: Specific security requirements for protecting confidential information

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed categorization and list of confidential information covered by the agreement

2. Schedule 2 - Permitted Recipients: List of authorized individuals or entities who may access the confidential information

3. Schedule 3 - Security Requirements: Detailed security protocols and measures required for protecting the confidential information

4. Schedule 4 - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information

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

























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Key legislation implementing EU Trade Secrets Directive, defining and protecting trade secrets and outlining remedies for breach. Essential for establishing the framework of trade secret protection in confidentiality agreements.

Data Protection Act 2018 and UK GDPR: Comprehensive data protection legislation governing personal data handling, processing requirements, data subject rights, and compliance obligations in confidentiality contexts.

Common Law Contract Principles: Fundamental legal principles including consideration, intention to create legal relations, capacity to contract, and offer and acceptance, which form the basis of any valid contract.

Equitable Principles of Confidence: Common law principles establishing the duty of confidence and requirements for information to qualify as confidential, developed through case law.

Enterprise Act 2002: Competition law framework ensuring confidentiality provisions don't create unreasonable restraints of trade or anti-competitive effects.

Human Rights Act 1998: Legislation balancing confidentiality obligations against fundamental rights including freedom of expression and privacy rights.

Intellectual Property Laws Bundle: Collection of IP legislation including Copyright, Designs and Patents Act 1988, Trade Marks Act 1994, and Patents Act 1977, relevant for protecting intellectual property aspects of confidential information.

Public Interest Disclosure Act 1998: Legislation protecting whistleblowers and defining circumstances for permitted disclosures in the public interest, which may override confidentiality obligations.

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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