Businesses may exchange proprietary and sensitive information for many different reasons. It will often be the case that the party which has developed and owns that information will seek to keep it secret, allowing the recipient to use that information for limited purposes and prohibiting further disclosure.
This Contractor’s Confidentiality Agreement (also known as an NDA) is designed for use in situations where a contractor is to be engaged to carry out certain work and, in the course of carrying out that work, will require access to certain confidential or other proprietary information. The terms of this agreement thus restrict and govern the use of such information by the contractor, requiring the contractor to keep the information confidential and secure.
This document has been updated to include new optional provisions dealing with personal data in accordance with the GDPR and the Data Protection Act 2018. The first is designed to cover personal data sharing (controller-to-controller) and the second, personal data processing (controller-to-processor). Additional improvements include new, tighter restrictions on the permitted use of confidential information, more detailed provisions on “permitted disclosure” to Representatives (e.g. employees, contractors etc.) and new enforcement and indemnity provisions designed to offer improved protection and redress.
The contract work itself and the information to be provided should be described in detail in the schedules provided (which also provide the option to simply attach the relevant contract if desired) so as to ensure that both parties to the agreement know exactly what information is confidential and what it may be used for.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
This Contractor’s Confidentiality Agreement includes the following clauses:
1. Definitions and Interpretation
2. Confidential Information
3. Receiving Party’s Confidentiality Obligations
4. Storage of Confidential Information
5. Permitted Disclosure
6. Mandatory Disclosure
7. [Disclosure of Personal Data – Personal Data Sharing]
8. [Disclosure of Personal Data – Personal Data Processing]
9. Proprietary Rights
10. Exceptions to Non-Disclosure and Confidentiality
12. Enforcement and Indemnity
13. No Further Obligation
14. No Partnership or Agency
15. Non-Assignment of Agreement
16. Entire Agreement
18. No Waiver
21. Third Party Rights
22. Law and Jurisdiction
And the following Schedules:
1. The Confidential Information
2. The Contract Work
3. [Personal Data [Sharing] OR [Processing]]