This document is a pre-contractual confidential disclosure deed. It may be used for any type of commercial or intellectual property transaction. It is in the form of a deed, as there is no consideration.
This deed prevents the recipient of confidential information from a company from disclosing that information to others. Practitioners should give thought as to whether it is best to bind the company or the individual to whom the disclosure is made, or both. In the case of large companies, you may wish to have further restrictions around which related companies they can or cannot disclose to, particularly if the disclosures may be out of the jurisdiction.
If the confidential information is an idea or invention, it should be described with precision in clause 1(b). This is because confidential disclosure agreements are only enforceable if the owner of the confidential information is able to show precisely:
- what information was disclosed;
- who the information was disclosed to;
- where the information was disclosed; and
when the information was disclosed.
This document has been authored for LexisNexis by Marianne Dunham, Principal, Dunham Legal.
This document is prepared with the assistance of Specialist Editor Jim Lennon, Special Counsel, Norton Rose Fulbright.