Confidentiality clause (long-form)

by Practical Law Employment

A Standard Clause that provides a detailed, long-form confidentiality provision for use in an employment contract (such as Standard documents, Employment contract for a junior employee, Employment contract for a senior employee, Employment contract for a salaried partner or Director's service agreement). This Standard Clause is designed to protect an employer's confidential information and trade secrets both during and after employment. It considers the complex legal framework surrounding enforceability, particularly the distinction between trade secrets and other sensitive business information post-termination. It outlines an employee's core obligations and includes crucial definitions, as well as procedures for the return or deletion of information. Reflecting the increased scrutiny of non-disclosure agreements (NDAs), this Standard Clause incorporates essential carve-outs that permit disclosures for whistleblowing under the Employment Rights Act 1996, reporting criminal conduct as allowed by the Victims and Prisoners Act 2024, and cooperating with regulators. The integrated drafting notes discuss key case law and the importance of tailoring the clause to specific business needs to maximise protection.