What to include in a Breach of Confidentiality Agreement

Modern technology has made it easier for criminals to seal your information, making it as important as ever to ensure your intellectual property is safeguarded securely.

Whether it’s trade secrets, client data, or internal processes, a breach of confidentiality can have severe repercussions for a business.

One of the most effective ways to protect sensitive information is through a Confidentiality Agreement, often referred to as a Non-Disclosure Agreement (NDA). But what should you include in such an agreement to ensure maximum protection?

Definition of confidential information

The first and foremost step is to clearly define what constitutes confidential information. This could range from trade secrets and private technology to customer lists and marketing strategies. The more specific you are, the easier it will be to enforce the agreement.

Parties involved

Clearly identify the parties bound by the agreement. This could be between an employer and employee, a business and a contractor, or between two businesses. Make sure to use the legal names of the parties involved.

Duration of the agreement

Specify the time frame for which the agreement is valid. It could be for the duration of a project, a specific number of years, or indefinitely. Make sure to also include conditions under which the agreement can be terminated.

Obligations and responsibilities

Outline the obligations and responsibilities of the receiving party. This could include clauses that prohibit the sharing, copying, or reverse engineering of confidential information.

Exclusions

Not all information can or should be classified as confidential. The agreement should clearly state what is excluded, such as information that is already publicly available or disclosed through no fault of the receiving party.

Consequences of breach

The legal and financial repercussions if a breach occurs should be written out in the agreement in fine detail. This could include fines, legal action, and even criminal charges in severe cases.

Dispute resolution

Include a clause that outlines how disputes relating to the agreement will be resolved. Options could include mediation, arbitration, or legal proceedings.

Signatures

Finally, make sure that all parties involved read, understand, and sign the agreement. It’s often advisable to have the signatures witnessed or notarised for added legal protection.

A well-drafted Breach of Confidentiality Agreement is an invaluable tool for protecting your business’s most valuable assets. By paying close attention to the elements outlined above, you can create an agreement that offers a secure legal protection and peace of mind.

If you would like more assistance with drafting or enforcing a Confidentiality Agreement, please contact our team of experts today.