Confidentiality

by Practical Law Commercial

A boilerplate confidentiality clause (both long and short form) for use in a commercial agreement where each party agrees to keep confidential information obtained from the other party as a result of their contractual relationship confidential. Such clauses help parties to protect commercially sensitive information and restrict its use to a defined purpose. The clause contains integrated drafting notes that examine the legal framework for protecting confidential information, including the equitable duty of confidence and the Trade Secrets (Enforcement, etc) Regulations 2018. The drafting notes also address key practical issues, such as the Solicitors Regulation Authority (SRA) Warning Notice on non-disclosure agreements and the risks of disclosing contracts during due diligence. The drafting notes consider permitted disclosures under legislation like the Bribery Act 2010 and the Economic Crime and Corporate Transparency Act 2023. They also explore how to manage the use of artificial intelligence (AI) and machine learning in relation to confidential information, providing alternative drafting approaches to address this evolving technological landscape.