COMMERCIAL LAW

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTS

It is important for any business to keep all confidential and business sensitive information safe and secure. This might include things such as a client database, a manufacturing process, or financial information. Businesses will want to ensure that this information does not fall into the hands of its competitors but if it does, they will also want to ensure that they have some form of protection in place so that they can take legal action should they need to.

Instances may however arise when the business needs to share that confidential information with a third party and in those circumstances, it is important that you have a non-disclosure agreement (otherwise known as a confidentiality agreement) in place. At Birch Law our expert commercial solicitors understand the importance of preserving your confidential information. We have considerable experience in preparing non-disclosure agreements tailored to your business and the specific reason for the disclosure.

If you would like to discuss any of our services with us, feel free to contact us using the form below or give us a call at 0161 669 4621 for a free no obligation chat. We look forward to assisting you with your legal concerns.

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If you would like any further information or need advice about any dispute, please get in touch with us today. You can contact us today on 0161 669 4621 or by email on sbirchall@birchlaw.co.uk for a free no obligation chat.

When might I need a non-disclosure agreement?

Examples of when you may need a non-disclosure agreement include:

A business wishes to share designs, products, or software with a third party to use. Before the sending party sends over details of its designs, products, or software they will want to ensure that the recipient can’t use the information for anything other than its intended purpose.
When negotiating a business transaction, such as a business sale, the parties will be expected to share certain confidential information with one another such as up to date financial accounts and customer databases. In this case the sending party will want to ensure that the recipient agrees a suitable non-disclosure agreement so should the sale fall through the recipient can’t then use the confidential information for its own end.
Two businesses may want to enter into a joint venture agreement with one another. For instance, one business may have a large customer database whilst the other has a specific product or service that it wants to sell. In such cases both parties are going to be privy to certain confidential information belonging to the other. In this case it is important for there to be a non-disclosure agreement for both parties’ mutual benefit.

Important aspects to consider.

When preparing a non-disclosure agreement, it is important to consider:

The nature of the confidential information. The confidential information needs to be carefully considered and the agreement should clearly record the nature of the information and its intended purpose.
What happens when the agreement ends? Non-disclosure agreements should specify how and when the agreement will come to an end. It may be time based or end when negotiations terminate. At that point, it is important to ensure that all data and information is returned.
Ongoing commitment to confidentiality. It goes without saying that the parties should keep all pertinent information confidential during the period of the agreement. However, the sending party should also insist that the recipient keep the information confidential for a further specified period post termination.
Damages v Injunction. A financial award will not always compensate a business for loss arising from a breach of a non-disclosure agreement. A carefully worded agreement should therefore ensure that the sending party can, if required, obtain an injunction preventing the recipient from using the confidential information in any way should there be a breach of the agreement.
Severability/ illegality clause. Given the risk that some clauses may not be enforceable a severability clause should be included to ensure that if some aspects of the agreement are found to be unenforceable the sending party can still rely on the rest of the agreement.

Not including a ‘no implied waiver clause’. A party may breach a non-disclosure agreement but the other party may still want to do business with them thereby running the risk that they could inadvertently waive any right to bring a claim against the recipient in the future. To avoid such circumstances the sending party should insist that the agreement includes a clause specifying that the actions of one party will not constitute a waiver of their rights to terminate the agreement and seek damages and/or injunctive relief.

How Birch law can help?

At Birch Law our commercial lawyers are experienced in preparing non-disclosure agreements for businesses. We have experience working with a wide variety of businesses, from small start ups to international corporations, in various sectors. For a free no obligation chat please feel free to contact us on 0161 669 4621 or by email at sbirchall@birchlaw.co.uk.

Whichever funding route you choose, you can rest assure that our experienced solicitors will always do their utmost to keep costs as low as possible. If you would like to discuss any of our services with us, feel free to contact us using the form below or give us a call at 0161 669 4621 for a free no obligation chat.

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