Confidentiality Agreement (One-Way, Long)

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At a Glance

Overview

This Confidentiality Agreement (Long Form) is a professionally drafted one-way contract designed to protect sensitive business information. It clearly sets out the obligations of the receiving party when confidential information is disclosed for a specific permitted purpose.

What This Agreement Covers

The agreement defines Confidential Information broadly, including business operations, strategies, processes, intellectual property, negotiations, and any data designated as confidential. It ensures the receiving party can only use the information for the permitted purpose specified in the schedule.

Key Confidentiality Obligations

The recipient and its personnel must:

  • Use the information solely for the permitted purpose.

  • Restrict disclosure to those who need it and ensure they are bound by the same confidentiality obligations.

  • Prevent unauthorised copying or distribution.

  • Securely handle and store all confidential information.

The agreement also outlines steps to follow if disclosure is required by law, including notifying the discloser and limiting disclosure to the minimum necessary.

Intellectual Property and Rights

All intellectual property rights remain with the discloser. The recipient gains no ownership or licence rights and must not use the discloser’s intellectual property without prior written consent.

Liability and Indemnity

The recipient indemnifies the discloser against losses or claims arising from breaches of confidentiality or misuse of intellectual property. The discloser, however, does not warrant the accuracy or completeness of the information disclosed.

Other Legal Protections

Additional provisions cover:

  • The right of the discloser to seek injunctions for breaches.

  • Audit rights allowing the discloser to verify compliance.

  • Assignment restrictions, governing law, and dispute jurisdiction.

  • Termination obligations, including returning or destroying confidential material.

INCLUDES

A long version confidentiality agreement (one way) including:

Notices

Assignment

Publicity

Precedence

Entire Agreement

Waiver

 

Further Assurances

Variation

Advice

Counterparts

Cumulative Rigthts

Costs and Governing law

This document is 8 pages long.

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