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Confidentiality and non-solicitation agreement

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There are many situations where a business will require protection from both: (i) the disclosure of confidential information; and (ii) interference with its commercial relationships.

This template is for a non-solicitation agreement containing confidentiality provisions, and comes in both unilateral and mutual versions.

The unilateral non-solicitation agreement protects only one of the parties. The mutual agreement binds both parties, helping to ensure that neither party threatens the other's business relationships, or discloses the other's confidential information.

Non-solicitation provisions

This template allows the parties to tailor the non-solicitation restrictions, which may for instance prohibit soliciting a specified associate for employment, entering into a business contract or arrangement with the associate, or setting up a joint business venture with the associate. Both parties must agree to the restrictions and affirm that they are reasonable. This agreement sets time limits for restrictions on dealings with former associates, including the length of time the restrictions will remain effective after the termination of the agreement.

Confidentiality provisions

Confidentiality clauses are important legal tools created to protect sensitive information that may be disclosed in the course of a business arrangement.

This agreement sets out the standard of care provisions that must be met to protect the confidential information. A requirement for written consent is set out when disclosure is deemed acceptable. The circumstances necessary for public disclosure are also addressed.

Other provisions

The agreement recognises intellectual property rights, but expressly excludes the transfer or license of these rights under the agreement.

The template seeks to aid compliance with the requirements of the Data Protection Act 1998 relating to the disclosure of personal data.

In the unilateral template, a special "consideration" clause has been included to help ensure the basic requirements for an English law contract are met.


Parties entering into a joint business venture can benefit from this type of contract. Other common situations where this type of agreement is necessary include when a business is seeking venture capital from financial backers, or if individuals or companies are contemplating the joint development of products.

Competition law

Note that the restraints of trade doctrine, and UK and EU competition law, may affect the enforceability of this type of agreement.

  1. Definitions
  2. Term
  3. Non-solicitation: restrictions on First Party (mutual version only)
  4. Non-solicitation: restrictions on Second Party
  5. First Party's confidentiality obligations (mutual version only)
  6. First Party's publicity obligations (mutual version only)
  7. Second Party's confidentiality obligations
  8. Second Party's publicity obligations
  9. Intellectual property rights
  10. Warranties
  11. Indemnities
  12. Data protection
  13. Termination
  14. Effects of termination
  15. Notices
  16. General
  17. Interpretation

Standard document statistics

  • Total words: 4889
  • Total characters: 31294
  • Document pages (approx.): 8
  • Guidance notes pages (approx.): 8
  • Total pages (approx., including cover): 17

Mutual document statistics

  • Total words: 6802
  • Total characters: 43724
  • Document pages (approx.): 12
  • Guidance notes pages (approx.): 12
  • Total pages (approx., including cover): 25

What standard of care must a recipient of confidential information meet under this agreement?

The confidentiality clauses in this document require a party that receives confidential information to protect it with the same degree of care as it uses to protect its own confidential information of a similar nature. To ensure that those who are negligent with their own information cannot take advantage of this formulation, recipients must in any event use a reasonable degree of care.

If I know about something before signing this agreement, and the other person then "discloses" that information to me under the protection of the confidentiality clause in this agreement, am I then bound by that clause?

The confidentiality clauses expressly exclude this kind of information from scope. If you hold important information that might be disclosed by the other party, you might want to check that you will be able to provide evidence that it was held before disclosure, just in case there is a dispute.

Can I use this document to place non-solicitation restrictions on my business partners in respect of my employees, contractors, suppliers and customers?

Yes, this is possible. The definition of "restricted associate" in the document, which is used to circumscribe the scope of the non-solicitation obligations, may cover customers, clients, licensors, licensees, principals, agents, consultants, contractors, suppliers, subsidiaries, parent companies, shareholders, directors, members, partners and employees - and indeed any other person with whom a party has had a material business relationship during the term of the agreement.

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