Handbook on Confidentiality

Introduction

The best way to protect your private technical and business information and to guard against unwanted disclosures is through a confidentiality agreement.

A confidentiality agreement should be employed whenever you disclose confidential information to anyone that does not have a lifelong duty to maintain secrecy, such as employees, vendors, potential, licensing partners, and potential investors in your business.

What is a Confidentiality Agreement?

It is an agreement that the other party keep propriety information disclosed by one party secret.

Examples

  • Two individuals or businesses who are negotiating a partnership or merger may want to examine each others financial position before completing the deal. Naturally they want to ensure that such information is not leaked to the public or a third party. They can enter into a confidentiality agreement to ensure the confidentiality of the information.
  • Your computing business hires an outside programmer or consultant to create a computer program. Without a properly drafted confidentiality agreement, the programmer or consultant may be free to license it, or disclose it to competitors.

Will a Court enforce a Confidentiality Agreement?

A confidentiality agreement is a contract and courts will generally enforce private contracts as long as they are not against public policy.

Why should a Confidentiality Agreement be necessary?

The relationship between the parties may be such that a duty of confidentiality exists even without a written agreement. For example the duty of confidentiality that a lawyer owes to a client.

When such a relationship does not exist, a written confidentiality agreement helps remove any doubt, not only about the existence of the duty, but also about the scope of the duty, the type of information covered, and the remedies available if the duty is breached.

Therefore having a Confidentiality Agreement:

  • clarifies that a confidential relationship exists
  • establishes explicit notice that you consider confidential the information being disclosed
  • provides continuing protection after the implied confidential relationship ends. That is restricts use and disclosure by former employees

You can get a Confidentiality Deed from Law Central 24 hours a day.

If you require legal advice then arrange for your Lawyer, Accountant or Adviser to ring us so that we can help you. The cost to speak to a lawyer at Brett Davies Lawyers is generally $440 per hour.

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