This document contains an optional clause which can be used to provide additional protections of confidentiality in a services agreement.
This clause should be used in addition to entering into a confidentiality agreement. They are designed to be added in the event that the information that one party has in its possession is so sensitive or commercially valuable that general obligations of confidentiality are simply not sufficient.
Inserting this document into an agreement
The clauses in this document can be inserted into any services agreement.
The document identifies the parties as the Disclosing Party and the Receiving Party. The name “Receiving Party’, for instance, may be substituted with the relevant name of the party.
This precedent assumes a definition of "Information" has been included in the parties' services agreement already established. However, if this is missing, it may need to be inserted/defined/edited accordingly. For example, "Information" may need to be replaced with "Confidential Information" for consistency with some agreements).
Understanding this precedent
This precedent is written with the interests of the discloser of the confidential information as the priority. Typically, this would be the client/company, who is disclosing the confidential information to the consultant in order for the consultant to provide the client with services.
The precedent provides wording that allows that the confidential information may only be examined at a particular location (such as a nominated data room) by a specified person who has been specifically authorised/approved to review the confidential information, in writing. The precedent provides for situations whereby the confidential information the subject of the protection is held electronically and there is a restriction on it being copied, printed or taken out of the nominated data room, etc.
Due to the number of ‘options’ provided in the precedent, a thorough review of the agreement upon completion is strongly recommended prior to issuing to the other party.
For complete confidentiality agreements, see the separate precedents:
- “Confidentiality agreement (unilateral)”; and
“Confidentiality agreement (mutual)”.
This document has been authored for Lexis Nexis by Brooke Pendlebury, Principal, Pendlebury Workplace Law.
This document is prepared with the assistance of Specialist Editor Murray Landis, Partner, K&L Gates.