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Free Confidentiality Agreement template

Use a Confidentiality Agreement to guarantee that your sensitive information remains protected when shared with another party.

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Reviewed by Ali Talip Pınarbaşı, solicitor
Last Update June 4, 2026
Also Known As
Confidential Disclosure Agreement

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What is a Confidentiality Agreement?Confidentiality Agreement sampleTypes of Confidentiality AgreementConfidentiality Agreement related documentsConfidentiality Agreement FAQs

What is a Confidentiality Agreement?

A Confidentiality Agreement is a legal document designed to protect sensitive information from being disclosed to third parties without permission. It establishes a clear understanding between the party disclosing the information (the "disclosing party") and the party receiving it (the "receiving party").

This legally binding contract sets out the terms under which the information is shared and specifies the legal consequences if the agreement is breached.

In the UK, they are often used in a variety of business scenarios, such as:

  • Employment context: To prevent employees from disclosing or using confidential commercial information such as customer names, pricing information, business model, vendor names, and personal data processed by the employer.
  • Protecting trade secrets: Such as a product formula/recipe, an algorithm or pricing strategy from being disclosed to unauthorized third parties.
  • Maintaining the confidentiality of intellectual property rights: Such as designs, and prototypes.
  • Protecting the confidentiality of the target business’s confidential business information during negotiations for mergers and acquisitions.

Whether you're discussing business details with potential investors, sharing trade secrets with contractors, or collaborating on a new project, a Confidentiality Agreement guarantees your data stays confidential.

Differences between an NDA and a Confidentiality Agreement

You may hear the terms "Confidentiality Agreement" and "Non-Disclosure Agreement" (NDA) used interchangeably, but they are essentially the same in practice. Both documents serve the same purpose: to prevent the unauthorised sharing of confidential information.

However, an NDA is often used in commercial contexts, while a Confidentiality Agreement can be used in a broader range of scenarios, including in employment situations and personal matters.

Confidentiality Agreement sample

Before drafting your Confidentiality Agreement, it’s helpful to review an example to understand how the document should be structured and what information needs to be included. Have a look at our sample Confidentiality Agreement template below:

uk-confidentiality-agreement-uk-sample
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PDFWORD

Types of Confidentiality Agreement

There are different types of Confidentiality Agreements, each tailored to specific situations and relationships between the parties involved. Choosing the right type of agreement depends on whether one or both parties are sharing sensitive information.

The two main types are Mutual Confidentiality Agreements and Unilateral Confidentiality Agreements:

Mutual Confidentiality Agreement

A Mutual Confidentiality Agreement (also known as a two-way NDA) is used when both parties are sharing confidential information with each other, requiring reciprocal protection.

This type of agreement is commonly used in scenarios where businesses are exploring potential partnerships, joint ventures, or mergers, and both sides are required to disclose sensitive business data, intellectual property, or financial details.

A Mutual Confidentiality Agreement guarantees that neither party misuses nor discloses the other’s information during or after the agreement period.

This type of agreement is beneficial for collaborative projects, fostering trust by providing equal legal protection to both parties.

It’s essential that the terms clearly outline the obligations of both parties and the penalties for breach, ensuring that both sides are equally bound to confidentiality.

Unilateral Confidentiality Agreement

A Unilateral Confidentiality Agreement (or one-way NDA) is used when only one party is disclosing confidential information, and the receiving party agrees to protect that information from being disclosed or misused.

This is typically the case in situations where a company hires a contractor or an employee and needs to share proprietary data, business strategies, or product development details.

For example, when a company outsources part of its operations to a third-party vendor, the Unilateral Confidentiality Agreement ensures that the vendor does not share sensitive information with competitors or use it beyond the scope of the project.

Similarly, employers often require employees to sign Unilateral Confidentiality Agreements to prevent them from leaking proprietary information or trade secrets.

The agreement outlines the duties of the receiving party, such as limiting access to the information and preventing its disclosure to third parties.

The terms of the agreement will also specify how long the receiving party is bound to these obligations, guaranteeing the company’s interests are safeguarded even after the contractual relationship ends.

Confidentiality Agreement related documents

Confidentiality Agreement FAQs

Below are answers to some of the most commonly asked questions about Confidentiality Agreements. If you still have any doubts, feel free to consult legal professionals for more guidance.

Breaking a Confidentiality Agreement can lead to serious legal consequences. If you breach the agreement, the disclosing party can seek remedies, including financial damages or an injunction to prevent further misuse of the information. If you breach the agreement, the disclosing party can seek remedies, including financial damages, an account of profits or an injunction to prevent further misuse of the information.

In the UK, courts take breaches of Confidentiality Agreements seriously, and penalties can include compensation for losses or reputational damage.

A Confidentiality Agreement can last for a specified period, typically ranging from one to five years, or for an indefinite duration if necessary. The length of time the agreement remains in effect will depend on the nature of the information being protected.

Trade secrets, for example, may require indefinite protection, whereas other information may only need protection during the term of a project or until the information becomes public knowledge.

A strong Confidentiality Agreement should include the following elements:

  • Description of the confidential information: Clearly outline what information is considered confidential. This may include customer lists, pricing strategies, business model, financial plans, product formula, trade secrets and employee information.
  • Purpose of disclosure: Define why the information is being shared and for what purposes it can be used.
  • Exclusions: You can exclude certain information from the scope of the confidentiality obligation. This includes information that is made public or information lawfully acquired from a third party.
  • Permitted disclosures: You can permit the disclosure of confidential information for compliance with law and court orders.
  • Duration: Specify how long the agreement will be in effect.
  • Obligations of the receiving party: Outline the measures the receiving party must take to protect the information. The agreement may require the receiving party to implement appropriate organisational, technical, and contractual measures to maintain ongoing confidentiality. Additionally, it may require the receiving party to ensure its employees are bound by the same confidentiality obligations.
  • Non-solicitation: If you disclose customer lists, lead lists, or employee information to an employee, contractor or a freelancer, you should prohibit them from engaging with your customers or employees.
  • Return or destruction of confidential information: You should require the recipient to return and permanently delete all copies of confidential information.
  • Intellectual Property clause: You must include a clause that states that disclosure of confidential information does not give the receiving party any rights, title or interests in the disclosed information.
  • Consequences of breach: Detail the legal remedies available if the agreement is violated. It is advisable to include a liquidated damages clause if it would be hard to ascertain the amount of damages for breach of confidentiality.
  • Assignment: Ensure that the confidentiality agreement cannot be assigned to a third party without your prior written consent.
  • Governing law: You should specify the applicable law and jurisdiction where legal proceedings for breach of the confidentiality agreement can be started.

By including these key points, you can ensure that your Confidentiality Agreement is comprehensive and legally enforceable.

Preview of your Confidentiality Agreement

CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("the Agreement") dated this ________ of ________________, ________.

BETWEEN:
_________ residing at _________

(the "Client")
AND

_________ residing at _________

(the "Contractor")
1) The Contractor is currently or may be retained as an independent contractor with the Client. This Agreement covers not only this specific role (the "Retainer"), but also any other current or future positions held with the Client.
2) The Contractor will receive or develop confidential information (the "Confidential Information") from or on behalf of the Client, as part of their Retainer (the "Permitted Purpose").
WHEREAS the Client retaining the Contractor and the Client providing the Confidential Information to the Contractor, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows:
Scope of Confidential Information
1) Any information or materials disclosed or provided by the Client to the Contractor whether written or oral, constitute Confidential Information, regardless of whether they were provided before or after the date of this Agreement or how they were transmitted.
2) The Contractor recognizes that, due to their Retainer by the Client, they may access or acquire confidential information that belongs exclusively to the Client.
"Confidential Information" includes any data and information related to the business and management of the Client, including, but not limited to, the following:
(a) Business Operations: internal personnel and financial information of the Client, names and other details about the vendors (such as their features, services, and contracts); purchasing and internal cost data; internal service and operation manuals; external business contacts, such as those kept on social media or other comparable platforms; and databases run by the Client, as well as the way and means of carrying out the Client's business;
(b) Customer Information: names of customers of the Client, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Client;
(c) Intellectual Property: information about the Client's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
(d) Service Information: all data and information about the services provided by the Client, including but not limited to, plans, schedules, manpower, inspection, and training information;
(e) Product Information: all specifications for products of the Client as well as work product resulting from or related to work or projects performed or to be performed for the Client or for clients of the Client, of any type or form in any stage of actual or anticipated research and development;
(f) Production Processes: procedures utilized in the development, manufacture, and production of the Client, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
(g) Accounting Information: all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Client;
(h) Marketing and Development Information: marketing and development plans of the Client, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Client which have been or are being discussed;
(i) Computer Technology: all scientific and technical information or material of the Client, concerning any machine, appliance or process, including but not restricted to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know how and show-how;
(j) Proprietary Computer Code: all sets of statements, instructions or programs of the Client, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ("Computer Programs"); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs; and
(k) Confidential Information also includes any information that has been disclosed to the Client by a third party and is protected by a non-disclosure agreement between the third party and the Client.
3) Confidential Information will not include:

(a) Information that is generally known in the industry of the Client;

(b) Information that becomes publicly available through no fault of the Contractor;

(c) Information that the Contractor already possessed before receiving Confidential Information from the Client;

(d) Information that the Contractor independently developed without using the Confidential Information; or

(e) Information that the Contractor lawfully obtained from a third party who has the right to transfer or disclose it.
Obligation of Confidentiality

4) The Contractor are obligated to keep the Confidential Information confidential, except as stated otherwise in this Agreement.

5) The Confidential Information remains the sole property of the Client and can only be used by the Contractor for the Permitted Purpose. The Contractor cannot use the Confidential Information in a way that could harm the Client or any associated affiliates or subsidiaries.
6) The obligations of the Contractor to maintain the confidentiality of the Confidential Information and to provide notice under this Agreement will continue indefinitely, even after this Agreement expires or is terminated.
7) The Contractor may disclose Confidential Information:

(a) to such agents, representatives and advisors of the Contractor that have a reasonable need to know for the Permitted Purpose provided that:
          (i) the Contractor has informed such personnel of the confidential nature of the Confidential Information;
          (ii) such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Contractor;
          (iii) the Contractor agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
          (iv) the Contractor agrees to be responsible for and indemnify the Client for any breach of this Agreement by their personnel.

(b) A third party with written consent from the Client.

(c) As required by law or by a court, regulatory body, or administrative tribunal.
Avoiding Conflict of Interest

8) It is acknowledged and agreed that any business opportunity related to or similar to the Client's current or anticipated business opportunities that come to the attention of the Contractor during the Contractor's Retainer belongs to the Client. Therefore, the Contractor will inform the Client of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Client.
9) Without the written consent of the Client, the Contractor further agrees to refrain from engaging in any business activities that could reasonably be considered detrimental to the best interests of the Client.
Property Rights

10) The Contractor acknowledges that all rights to Confidential Information belong exclusively to the Client. The Contractor agrees not to claim any ownership interest in Confidential Information, including know-how, copyrights, trademarks, or trade names, even if they helped create it.

11) The Contractor waives any moral rights they may have regarding Confidential Information.
12) The Confidential Information does not include anything developed by the Contractor during this agreement, including intellectual property, processes, designs, etc., that:

(a) was developed without using the Client's equipment, supplies, facilities, or Confidential Information;

(b) was developed entirely on the Contractor's own time;

(c) is not related to the Client's current or future business;

(d) is not related to the Client's current or anticipated processes, research, or development; and

(e) does not result from any work performed by the Contractor on behalf of the Client.
13) The Contractor agrees to immediately share with the Client any Confidential Information developed during the Retainer and to transfer ownership of this information to the Client. The Contractor will sign any necessary documents and take any actions requested by the Client to ensure that the Client has full ownership of this information.
Remedies

14) The Contractor acknowledges that the Confidential Information is proprietary and confidential. Any breach of confidentiality would cause irreparable harm that cannot be adequately compensated by monetary damages. Therefore, the Contractor agrees that the Client is entitled to injunctive relief. This means the Client can seek a court order to prevent the Contractor from violating any terms of this Agreement related to the Confidential Information.
Confidential Information Return

15) The Contractor agrees that, at the request of the Client, or if the Contractor no longer needs to use the Confidential Information, or when this Agreement or the Retainer ends, the Contractor will return to the Client all documents, disks, or other computer media, or any other materials that the Contractor has or controls, including:

(a) materials that may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or  

(b) materials that are connected with or derived from the Contractor's services to the Client.
Notices

16) If the Contractor is required to disclose Confidential Information in a legal proceeding, they must immediately notify the Client. This allows the Client to seek a remedy or waive the Contractor's obligation to keep the information confidential in that specific case.

17) If the Contractor accidentally discloses Confidential Information, they must immediately notify the Client and try to get the information back.
18) All notices or deliveries under this Agreement must be made in person, by courier, or by prepaid mail. A notice is considered delivered seven days after it's mailed. Please use the addresses listed in this Agreement or any updated address provided in writing.

19) Any notice to any of the parties must be delivered in the following addresses:
(a) Name: _________
Address: _________

(b) Name: _________
Address: _________
Warranties

20) The Client provides the Confidential Information without any warranty or guarantee. This means they do not promise that the information is accurate, complete, or free from errors or legal issues like patent or trademark infringements.
Termination of Agreement

21) This Agreement will automatically end on the date that the Contractor's Retainer with the Client terminates or expires. Unless stated differently in this Agreement, all rights and responsibilities under this Agreement will also end at that time.
Assignment and Transfer

22) Unless a company changes its name or merges with another company, neither party can transfer nor assign this Agreement without the other party's written permission.
Changes to the Agreement

23) Only a written agreement signed by both the Client and the Contractor can change or modify this Agreement.
Governing Law

24) This Agreement is governed by the laws of England.
General Provisions

25) Time is of the essence in this Agreement.

26) This Agreement may be signed in multiple copies.

27) The headings are for reference only and do not affect the meaning of the Agreement. Words in the singular also mean the plural, and vice versa. Words referring to one gender also include the other gender.

28) Each part of this Agreement should be read separately. If a part is found to be invalid, it will not affect the rest of the Agreement.
29) If the Contractor breaks this Agreement, they must pay all costs and expenses the Client incurs to enforce it.

30) Both parties agree this Agreement is fair and reasonable. If a court decides any part of it is too broad, the court should only change that part to make it fair and reasonable. The goal is to give the Client the best possible protection for the Confidential Information.

31) No failure or delay by the Client in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

32) This Agreement applies to the heirs, executors, administrators, successors, and assigns of the Client and the Contractor.
33) This Agreement is the complete and final agreement between the parties. There are no other agreements, either written or spoken.
IN WITNESS WHEREOF _________ and _________ have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.
CLIENT

_______________________________
Address

_______________________________
Witness

 

Per _________________ (Seal)
_________

CONTRACTOR

_______________________________
Address

_______________________________
Witness

 

Per _________________ (Seal)
_________

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