CONFIDENTIALITY ContRact

1. Denition 2. Parties to the Contract 3. Main clauses 3.1 Object of the Contract 3.2 Condential information 3.3 Delivery of condential information 3.4 Duration of the Contract 4. Applicable Law 5. Model Contract
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1. DEFINITION The purpose of the Condentiality Contract is to safeguard certain sensitive information (nancial details, commercial or technological secrets) which are brought forward in the process of negotiations between companies. It is normally used in negotiations taking place prior to making distribution, licence, technological transfer, franchise, manufacturing, joint venture, and mergers and acquisitions contracts, and, generally speaking, for any business contract which might entail prior exchange of condential information.
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2. PARTIES TO THE CONTRACT

Usually both parties are companies. For each party, the following has to be included: Name of company, full address and nationality. Company type: public limited company, limited liability company, etc. Name and position of company representative who signs the contract. Tax ID number of both parties.
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3. MAIN CLAUSES AND SAMPLE Some of the most important clauses in the Condentiality Contract are as follows: Object of the Contract Confidential information Delivery of confidential information Duration of the Contract See sample of Condentiality Contract

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3.1 OBJECT OF THE ContRact

The Parties agree that within the framework of the negotiations which are being carried out, there is a need to store certain information or data relating to the negotiations and the object thereof (hereinafter, Condential Information) which will have to be kept secret, in other words, be kept condential, by each one of the Parties, in accordance with the terms and conditions of this Contract.

See sample of Confidentiality Contract

3.2 CONFIDENTIAL INFORMATION

For the purposes of this Contract, Condential Information shall be considered to be any information which could possibly be disclosed in speech, in writing or by means of any other tangible or intangible medium or format, currently known or which could be invented in the future, exchanged between the Parties as a result of this Contract, and which either one of the Parties might consider to be condential and might so convey it to the other Party. [Optional paragraph] Attached hereto as Annex 1 of this Contract, the Parties have included a List of Condential Information Elements which shall be disclosed to the other Party, following the signing of this Contract. Subsequently, the Parties will be able to add other Condential Information Elements to the aforesaid list, and such elements shall also be considered thus for the purposes of the object of this Contract.
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3.3 DELIVERY OF CONFIDENTIAL INFORMATION

On termination of this Contract, the Parties undertake to: (i) Deliver to the other Party at its registered offices, or at any other given address, the Condential Information which might have been received during the validity of this Contract. (ii) Not to carry out any form of partial or total reproduction (copies, photocopies, photographs, plans or others), in any format, of the Condential Information which has been received.

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3.4 DURATION OF THE ContRact

The Parties undertake: (i) To keep this Contract in force from the time it is signed, which is indicated in the header, until...................... [insert date]. (ii) To include, as part of the clauses of the Contract they might sign, a Condentiality Clause, in the same sense as this Contract. (iii) To keep this Contract in force during a period of ........ [insert number] years in the event that for any reason, they did not ultimately sign any Contract, or in the event that the aforesaid Contract did not include the Condentiality Clause indicated in the previous paragraph.
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4. Applicable LaW
The Parties shall exercises their best efforts to resolve by negotiation any dispute, controversy o difference between them arising out or relating to this Contract. If the dispute is not be resolved by direct negotiation, it will be nally settled by: Alternative A. legal proceedings in the Courts of .......... [insert country] and, specically, to those of the town/city where the ................ [Company A or Company B] has its registered offices. Alternative B. The Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be ........... [city and country].
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5. MODEL CONTRACT

In order to obtain the model contract in Word format and the user guide, click on: Condentiality Contract

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