The purpose of the Confidentiality Agreement is to safeguard certain sensitive information (financial details, commercial or technological secrets) which are brought forward in the process of negotiations between companies.

1. CONFIDENTIALITY AGREEMENT
1. Definition
2. Parties to the Contract
3. Main clauses
3.1 Object of the Agreement
3.2 Confidential information
3.3 Delivery of confidential information
3.4 Duration of the Agreement
4. Law applicable
5. Model Contract
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2. The purpose of the Confidentiality Agreement is to safeguard certain
sensitive information (financial details, commercial or technological
secrets) which are brought forward in the process of negotiations
between companies.
It is normally used in negotiations taking place prior to making
distribution, licence, technological transfer, franchise, manufacturing,
joint venture, and mergers and acquisitions agreements, and, generally
speaking, for any business agreement which might entail prior exchange
of confidential information.
1. DEFINITION
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3. Usually both parties are companies. For each party, the
following has to be included:
• Name of company, full address and nationality.
• Company type: public limited company, limited liability
company, etc.
• Name and position of company representative who signs
the agreement.
• Tax ID number of both parties.
2. PARTIES TO THE CONTRACT
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4. Some of the most important clauses in the
Confidentiality Agreement are as follows:
• Object of the Agreement
• Confidential information
• Delivery of confidential information
• Duration of the Agreement
3. MAIN CLAUSES AND SAMPLE
See sample of Confidentiality Agreement
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5. “The Parties agree that within the framework of the negotiations which
are being carried out, there is a need to store certain information or
data relating to the negotiations and the object thereof (hereinafter,
“Confidential Information”) which will have to be kept secret, in other
words, be kept confidential, by each one of the Parties, in accordance with
the terms and conditions of this Agreement.”
3.1 OBJECT OF THE AGREEMENT
See sample of Confidentiality Agreement

6. 3.2 CONFIDENTIAL INFORMATION
“For the purposes of this Agreement, Confidential Information shall be considered to be any
information which could possibly be disclosed in speech, in writing or by means of any other
tangible or intangible medium or format, currently known or which could be invented in the
future, exchanged between the Parties as a result of this Agreement, and which either one of
the Parties might consider to be confidential and might so convey it to the other Party.”
[Optional paragraph] “Attached hereto as Annex 1 of this Agreement, the Parties have included
a “List of Confidential Information Elements” which shall be disclosed to the other Party,
following the signing of this Agreement. Subsequently, the Parties will be able to add other
Confidential Information Elements to the aforesaid list, and such elements shall also be
considered thus for the purposes of the object of this Agreement.”
See sample of Confidentiality Agreement

7. 3.3 DELIVERY OF CONFIDENTIAL INFORMATION
“On termination of this Agreement, the Parties undertake to”:
(i) “Deliver to the other Party at its registered offices, or at any other given
address, the Confidential Information which might have been received
during the validity of this Agreement.”
(ii) “Not to carry out any form of partial or total reproduction (copies,
photocopies, photographs, plans or others), in any format, of the
Confidential Information which has been received.”
See sample of Confidentiality Agreement

8. 3.4 DURATION OF THE AGREEMENT
“The Parties undertake”:
(i) “To keep this Agreement in force from the time it is signed, which is
indicated in the header, until...................... [insert date].”
(ii) To include, as part of the clauses of the Agreement they might sign, a
Confidentiality Clause, in the same sense as this Agreement.
(iii) To keep this Agreement in force during a period of ........ [insert number]
years in the event that for any reason, they did not ultimately sign any
Agreement, or in the event that the aforesaid Agreement did not include
the Confidentiality Clause indicated in the previous paragraph.
See sample of Confidentiality Agreement

9. “The Parties shall exercises their best efforts to resolve by negotiation any dispute,
controversy o difference between them arising out or relating to this Contract. If
the dispute is not be resolved by direct negotiation, it will be finally settled by:
Alternative A. legal proceedings in the Courts of ……..........……… [insert country]
and, specifically, to those of the town/city where the ................ [Company A or
Company B] has its registered offices.”
Alternative B. The Rules of Conciliation and Arbitration of the International
Chamber of Commerce by one or more arbitrators appointed in accordance
with said Rules. The place of arbitration shall be ........... [city and country].”
4. LAW APPLICABLE
See sample of Confidentiality Agreement

10. In order to obtain the model contract in Word format and
the user guide, click on:
Confidentiality Agreement
5. MODEL CONTRACT
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