The parties/signatories to this agreement are advised that signature of this document will have legal consequences. Where either party is unsure or does not understand the legal obligations and responsibilities placed upon them under this agreement, they are advised to seek legal advice before signing.
CONFIDENTIALITY AGREEMENT
for Scotland
This CONFIDENTIALITY AGREEMENT is made on: ________
1. PARTIES
A. First Party:
________ whose registered office is at:
________
(hereafter "the First Party")
B. Second Party:
________ whose resident address is at:
________
(hereafter "the Second Party")
The parties have AGREED AND DO HEREBY AGREE as follows:
2. DEFINITIONS AND INTERPRETATIONS
A. In this agreement, unless there is something in the subjects or context inconsistent therewith:
I. "the Agreement" means these presents and any document which is supplemental hereto or which is expressed to be collateral herewith or any document which is entered into in accordance with the terms of this Agreement.
II. "Confidential Information" means any information which is disclosed by any party under this agreement which relates to the Purpose of this agreement and any other information which may reasonably be seen to be of a confidential nature which includes but is not limited to all written and oral information supplied by either party to the other, any plans, materials, documents, designs, concepts, ideas, innovations, informations relating to business practices and activities, financial information, employee information, customer information, any information which is specified to be confidential by the disclosing party and any information which is disclosed during discussions between the parties in the course of this Agreement. Information which is publicly available, lawfully available from another source outside of this Agreement; specifically stated not to be confidential by the disclosing party to this agreement; or is required to be disclosed by any law or regulation shall not be considered to be Confidential Information. Information which is available to either Party to this Agreement through the public domain, information which is already known by either Party before this Agreement commences and any information which is specifically stated by the Other Party providing the information not to be confidential shall not be considered to be Confidential Information under the terms of this Agreement.
III. "the Purpose" means the specified purpose as set out within this Agreement at the clause titled "PURPOSE" for the disclosure of Confidential Information between the parties to this Agreement.
IV. "data protection laws" means the relevant laws, statutes, legislation, orders, regulations or any other relevant rules which may be applicable to the processing of personal data to which a party to this agreement is subject to including the Data Protection Act 2018 and any modification thereof.
V. "Other Persons" means any persons, companies, firms, partnerships and any other type of person who is not a named party to this Agreement.
VI. "the Other Party" means, in the case of either party to this Agreement, the other party to this Agreement i.e. for ________ it refers to ________ and for ________ it refers to ________ such that all the obligations under this Agreement are mutual.
B. Interpretations:
I. Words which import the neuter gender only shall include the masculine and feminine genders; words importing the masculine gender only shall include the feminine gender and vice versa.
II. Words which import the singular only shall also include the plural and vice versa; where two or more persons are included in the expression "the First Party" or "the Second Party", or any variation thereof, obligations contained within this agreement which are to be made by "the First Party" or "the Second Party" shall be binding jointly and severally on them and their respective representatives and executors.
III. Where either party is a firm or a partnership the obligations of the that party as set out in the agreement shall be binding jointly and severally on all persons who are or become partners of the firm at any time during the period of this Agreement and any representatives, executors, the whole firm and its stock, funds, assets and estate and all obligations under this agreement shall continue to be binding regardless of any change or changes which occur within the firm or partnership through the creation of a new partner or partners or due to the bankruptcy, retrial or death of any individual partner.
IV. Words importing persons include companies and vice versa.
V. Reference to any Act of Parliament shall include any modification, reenactment, amendment or extension thereof for the time of it being in force and shall also include all orders, plans, regulations, directions, permissions, bye-laws and instruments for the time being made, issued or given thereunder or deriving validity therefrom.
VI. Where any obligation placed on a Party under this agreement provides for that Party not to do an act or thing this shall include an obligation not to permit such act or thing to be done and to prevent any such act or thing being done by a third party.
VII. Any reference to the necessary consent or approval of either Party or words and phrases with similar effect shall mean the consent or approval of that party in writing executed by or on behalf of that party.
3. PURPOSE
The Parties agree to disclose and share Confidential Information with each under and in accordance with the terms of this Agreement for the following purpose:
________
4. DURATION
The terms and conditions herein contained shall be binding upon the Parties to this Agreement indefinitely.
5. CONFIDENTIALITY AND USE
A. The Parties to this Agreement shall keep all Confidential Information secure and secret indefinitely.
B. The Parties shall not disclose any Confidential Information disclosed to them under the terms of this Agreement to any third party unless such disclosure is provided for within this Agreement.
C. Any and all Confidential Information disclosed under this Agreement shall not be used in connection with any activities or purposes which do not relate to the fulfilment of the Purpose as contained herein.
D. The Parties to this Agreement shall take all necessary and reasonable steps and measures to ensure that all and any Confidential Information disclosed under this Agreement remains confidential.
E. Any and all Confidential Information disclosed by either of the Parties to this Agreement shall not be used by any Party to gain a commercial advantage over the other Party of any sort and where such Confidential Information is used to gain any commercial advantage, that party shall be deemed to have materially breached this Agreement.
F. The Parties to this Agreement agree not to solicit the clients, customers and other patrons of the Other Party to supply goods or services to them of a similar type which are already provided by the the Other Party for a period of ________ from the date of this Agreement.
G. The Parties shall be prohibited from soliciting or enticing away from the Other Party any persons who are so employed by either Party to this Agreement for a period of ________ from the date of this Agreement. The Parties shall be free to employee any person who has independently answered any genuine advertisement of the Other Party or where they have been recruited by an agency without any direct encouragement, solicitation or enticement from the Other Party who they are not employed by.
H. Nothing in this Agreement shall prevent either Party from sharing or disclosing Confidential Information where so required by law or by an competent body of authority.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
A. The Parties shall be permitted to share any Confidential Information disclosed to them under this Agreement with any employees, professional advisors, agents and directors who require access to such Confidential Information to reasonably, sufficiently and adequately fulfil the Purpose of this Agreement providing that:
I. all and any employees, professional advisors, agents and directors are subject to a legally binding and enforceable confidentiality agreement with the Other Party and the terms and obligations of that confidentiality agreement are equivalent to those contained herein;
II. the employees, professional advisors, agents and directors are aware of the Other Party's interest in the Confidential Information which is being disclosed to them and of the terms of this Agreement; and
III. the employees, professional advisors, agents and directors have been ordered by the Other Party to handle and treat the Confidential Information disclosed to them as sensitive, secret and confidential in accordance with the terms herein contained in the Agreement.
B. The Parties shall responsible for ensuring that their employees, professional advisors, agents and directors comply with the conditions and undertakings herein contained within this Agreement and where any employees, professional advisors, agents and directors should breach or violate the terms and conditions of this Agreement this shall be treated as breach by the Other Party.
C. The Parties to this Agreement undertake not to disclose, discuss or share any Confidential Information made known to them under this Agreement with any Other Persons who are not named or specified herein without the prior written consent of the the Party who has disclosed the Confidential Information and where the aforementioned Party should withdraw that consent at anytime all and any sharing, discussing and disclosing of Confidential Information with Other Persons shall be forbidden and must cease immediately. Where either Party is found to have breached this clause this Agreement shall cease with immediate effect and the sharing of any and all Confidential Information shall terminate.
7. DATA PROTECTION
Where the disclosure of any and all Confidential Information by the Parties to each other involves any personal data or information being processed, shared or stored by either of the Parties to this Agreement such personal data shall be processed, shared or stored in a way which is compliant with the data protection laws including the Data Protection Act 2018 and any amendments thereof which may from time to time be introduced and any other act of parliament, law, statute, subordinate legislation, regulation, order, mandatory guidance or code of practice, judgement of a relevant court of law, or directives or requirements of any regulatory body which relates to the protection of individuals with regard to the processing of personal data.
8. BREACH OF OBLIGATIONS
If there is any breach of any obligation or undertaking as contained in this Agreement by the either Party then and in any such case it shall be lawful for the Party who has not breached any obligations or undertakings of this Agreement to bring this Agreement to an end forthwith and to repossess any Confidential Information which has been shared under this Agreement as if this Agreement had never been entered into by the Parties but this shall not be to the detriment of any right of action or remedy of the the Party who has not committed a breach in respect of the termination of this Agreement.
9. RETURN OF CONFIDENTIAL INFORMATION AND PROPERTY
Both Parties to this Agreement acknowledge and agree that the property and copyright in the Confidential Information disclosed to it by the Other Party, including any documents, files and other items containing any of the Confidential Information, belongs to the Other Party. At the Other Party's written request or where this Agreement is terminated due to any breach of obligation by either Party, each Party will return immediately to the Other Party all the Confidential Information which they have received under this Agreement and which may still be in their possession, including any copies made, and make no further use or disclosure of any of the Confidential Information.
10. NO IMPLIED RIGHTS
This Agreement shall not be construed to grant any licence or rights other than as expressly set out herein in respect of the Confidential Information, nor to require any disclosure any of the Confidential Information. No warranty or representation, express or implied, is given as to the accuracy, efficacy, completeness, capabilities or safety of any materials or information provided under this Agreement.
11. INDEMNITY
Both Parties undertake to indemnify and keep each other at all times fully indemnified from and against any loss or disclosure of any of the Confidential Information and from all actions, proceedings, claims, demands, costs, awards and damages arising directly or indirectly as a result of any breach or non-performance by them of any of their warranties, undertakings or obligations under this Agreement.
12. 555588852558
25252 522 58822225 525 5282228825 8252 22 552525822 28258 522 885582, 252888822, 52525252822, 822582822, 2888252822, 2252 25 522 22525 82825852822 882582 2588 825222222 22 82 52858258 25 5222225825882 22 522 8585 252222, 8585 885582, 252888822, 52525252822, 822582822, 2888252822, 2252 25 522 22525 82825852822 882582 2588 825222222 85588 82 8282525 2522 252 522582525 22 252 825222222 525 588 22525 522582822 8855828, 2528888228, 525252528228, 8225828228, 28882528228, 22528 525 588 525 522 22525 828258528228 85588 522582 82 222282 525 85885 22 25285 2588282 252222 58 225282225 82 252 858.
13. 282 82 58852888 58 82228
5588 825222222 85588 82 82225252225 525 822825525 82 5882555282 8825 252 258 22 58228525 525 522 5882522, 5822252282 25 85282822 22 522 2825 85885 85588 25 252 55882 8228222 252 2552828 22 2588 825222222 85588 82 5222528225 82 5882555282 8825 252 258 22 58228525 525 8222825 82 252 825528 22 58228525.
14. CONSENT TO REGISTRATION
By signing this Agreement, the Parties hereby accept and agree to be bound by the terms that are set out herein.
The parties consent to registration hereof for preservation and execution: IN WITNESS WHEREOF
Signed for and on behalf of ________ by ________:
________________________
Date:
Signature of ________:________________________
Date:
The parties/signatories to this agreement are advised that signature of this document will have legal consequences. Where either party is unsure or does not understand the legal obligations and responsibilities placed upon them under this agreement, they are advised to seek legal advice before signing.
CONFIDENTIALITY AGREEMENT
for Scotland
This CONFIDENTIALITY AGREEMENT is made on: ________
1. PARTIES
A. First Party:
________ whose registered office is at:
________
(hereafter "the First Party")
B. Second Party:
________ whose resident address is at:
________
(hereafter "the Second Party")
The parties have AGREED AND DO HEREBY AGREE as follows:
2. DEFINITIONS AND INTERPRETATIONS
A. In this agreement, unless there is something in the subjects or context inconsistent therewith:
I. "the Agreement" means these presents and any document which is supplemental hereto or which is expressed to be collateral herewith or any document which is entered into in accordance with the terms of this Agreement.
II. "Confidential Information" means any information which is disclosed by any party under this agreement which relates to the Purpose of this agreement and any other information which may reasonably be seen to be of a confidential nature which includes but is not limited to all written and oral information supplied by either party to the other, any plans, materials, documents, designs, concepts, ideas, innovations, informations relating to business practices and activities, financial information, employee information, customer information, any information which is specified to be confidential by the disclosing party and any information which is disclosed during discussions between the parties in the course of this Agreement. Information which is publicly available, lawfully available from another source outside of this Agreement; specifically stated not to be confidential by the disclosing party to this agreement; or is required to be disclosed by any law or regulation shall not be considered to be Confidential Information. Information which is available to either Party to this Agreement through the public domain, information which is already known by either Party before this Agreement commences and any information which is specifically stated by the Other Party providing the information not to be confidential shall not be considered to be Confidential Information under the terms of this Agreement.
III. "the Purpose" means the specified purpose as set out within this Agreement at the clause titled "PURPOSE" for the disclosure of Confidential Information between the parties to this Agreement.
IV. "data protection laws" means the relevant laws, statutes, legislation, orders, regulations or any other relevant rules which may be applicable to the processing of personal data to which a party to this agreement is subject to including the Data Protection Act 2018 and any modification thereof.
V. "Other Persons" means any persons, companies, firms, partnerships and any other type of person who is not a named party to this Agreement.
VI. "the Other Party" means, in the case of either party to this Agreement, the other party to this Agreement i.e. for ________ it refers to ________ and for ________ it refers to ________ such that all the obligations under this Agreement are mutual.
B. Interpretations:
I. Words which import the neuter gender only shall include the masculine and feminine genders; words importing the masculine gender only shall include the feminine gender and vice versa.
II. Words which import the singular only shall also include the plural and vice versa; where two or more persons are included in the expression "the First Party" or "the Second Party", or any variation thereof, obligations contained within this agreement which are to be made by "the First Party" or "the Second Party" shall be binding jointly and severally on them and their respective representatives and executors.
III. Where either party is a firm or a partnership the obligations of the that party as set out in the agreement shall be binding jointly and severally on all persons who are or become partners of the firm at any time during the period of this Agreement and any representatives, executors, the whole firm and its stock, funds, assets and estate and all obligations under this agreement shall continue to be binding regardless of any change or changes which occur within the firm or partnership through the creation of a new partner or partners or due to the bankruptcy, retrial or death of any individual partner.
IV. Words importing persons include companies and vice versa.
V. Reference to any Act of Parliament shall include any modification, reenactment, amendment or extension thereof for the time of it being in force and shall also include all orders, plans, regulations, directions, permissions, bye-laws and instruments for the time being made, issued or given thereunder or deriving validity therefrom.
VI. Where any obligation placed on a Party under this agreement provides for that Party not to do an act or thing this shall include an obligation not to permit such act or thing to be done and to prevent any such act or thing being done by a third party.
VII. Any reference to the necessary consent or approval of either Party or words and phrases with similar effect shall mean the consent or approval of that party in writing executed by or on behalf of that party.
3. PURPOSE
The Parties agree to disclose and share Confidential Information with each under and in accordance with the terms of this Agreement for the following purpose:
________
4. DURATION
The terms and conditions herein contained shall be binding upon the Parties to this Agreement indefinitely.
5. CONFIDENTIALITY AND USE
A. The Parties to this Agreement shall keep all Confidential Information secure and secret indefinitely.
B. The Parties shall not disclose any Confidential Information disclosed to them under the terms of this Agreement to any third party unless such disclosure is provided for within this Agreement.
C. Any and all Confidential Information disclosed under this Agreement shall not be used in connection with any activities or purposes which do not relate to the fulfilment of the Purpose as contained herein.
D. The Parties to this Agreement shall take all necessary and reasonable steps and measures to ensure that all and any Confidential Information disclosed under this Agreement remains confidential.
E. Any and all Confidential Information disclosed by either of the Parties to this Agreement shall not be used by any Party to gain a commercial advantage over the other Party of any sort and where such Confidential Information is used to gain any commercial advantage, that party shall be deemed to have materially breached this Agreement.
F. The Parties to this Agreement agree not to solicit the clients, customers and other patrons of the Other Party to supply goods or services to them of a similar type which are already provided by the the Other Party for a period of ________ from the date of this Agreement.
G. The Parties shall be prohibited from soliciting or enticing away from the Other Party any persons who are so employed by either Party to this Agreement for a period of ________ from the date of this Agreement. The Parties shall be free to employee any person who has independently answered any genuine advertisement of the Other Party or where they have been recruited by an agency without any direct encouragement, solicitation or enticement from the Other Party who they are not employed by.
H. Nothing in this Agreement shall prevent either Party from sharing or disclosing Confidential Information where so required by law or by an competent body of authority.
6. DISCLOSURE OF CONFIDENTIAL INFORMATION
A. The Parties shall be permitted to share any Confidential Information disclosed to them under this Agreement with any employees, professional advisors, agents and directors who require access to such Confidential Information to reasonably, sufficiently and adequately fulfil the Purpose of this Agreement providing that:
I. all and any employees, professional advisors, agents and directors are subject to a legally binding and enforceable confidentiality agreement with the Other Party and the terms and obligations of that confidentiality agreement are equivalent to those contained herein;
II. the employees, professional advisors, agents and directors are aware of the Other Party's interest in the Confidential Information which is being disclosed to them and of the terms of this Agreement; and
III. the employees, professional advisors, agents and directors have been ordered by the Other Party to handle and treat the Confidential Information disclosed to them as sensitive, secret and confidential in accordance with the terms herein contained in the Agreement.
B. The Parties shall responsible for ensuring that their employees, professional advisors, agents and directors comply with the conditions and undertakings herein contained within this Agreement and where any employees, professional advisors, agents and directors should breach or violate the terms and conditions of this Agreement this shall be treated as breach by the Other Party.
C. The Parties to this Agreement undertake not to disclose, discuss or share any Confidential Information made known to them under this Agreement with any Other Persons who are not named or specified herein without the prior written consent of the the Party who has disclosed the Confidential Information and where the aforementioned Party should withdraw that consent at anytime all and any sharing, discussing and disclosing of Confidential Information with Other Persons shall be forbidden and must cease immediately. Where either Party is found to have breached this clause this Agreement shall cease with immediate effect and the sharing of any and all Confidential Information shall terminate.
7. DATA PROTECTION
Where the disclosure of any and all Confidential Information by the Parties to each other involves any personal data or information being processed, shared or stored by either of the Parties to this Agreement such personal data shall be processed, shared or stored in a way which is compliant with the data protection laws including the Data Protection Act 2018 and any amendments thereof which may from time to time be introduced and any other act of parliament, law, statute, subordinate legislation, regulation, order, mandatory guidance or code of practice, judgement of a relevant court of law, or directives or requirements of any regulatory body which relates to the protection of individuals with regard to the processing of personal data.
8. BREACH OF OBLIGATIONS
If there is any breach of any obligation or undertaking as contained in this Agreement by the either Party then and in any such case it shall be lawful for the Party who has not breached any obligations or undertakings of this Agreement to bring this Agreement to an end forthwith and to repossess any Confidential Information which has been shared under this Agreement as if this Agreement had never been entered into by the Parties but this shall not be to the detriment of any right of action or remedy of the the Party who has not committed a breach in respect of the termination of this Agreement.
9. RETURN OF CONFIDENTIAL INFORMATION AND PROPERTY
Both Parties to this Agreement acknowledge and agree that the property and copyright in the Confidential Information disclosed to it by the Other Party, including any documents, files and other items containing any of the Confidential Information, belongs to the Other Party. At the Other Party's written request or where this Agreement is terminated due to any breach of obligation by either Party, each Party will return immediately to the Other Party all the Confidential Information which they have received under this Agreement and which may still be in their possession, including any copies made, and make no further use or disclosure of any of the Confidential Information.
10. NO IMPLIED RIGHTS
This Agreement shall not be construed to grant any licence or rights other than as expressly set out herein in respect of the Confidential Information, nor to require any disclosure any of the Confidential Information. No warranty or representation, express or implied, is given as to the accuracy, efficacy, completeness, capabilities or safety of any materials or information provided under this Agreement.
11. INDEMNITY
Both Parties undertake to indemnify and keep each other at all times fully indemnified from and against any loss or disclosure of any of the Confidential Information and from all actions, proceedings, claims, demands, costs, awards and damages arising directly or indirectly as a result of any breach or non-performance by them of any of their warranties, undertakings or obligations under this Agreement.
12. 555588852558
25252 522 58822225 525 5282228825 8252 22 552525822 28258 522 885582, 252888822, 52525252822, 822582822, 2888252822, 2252 25 522 22525 82825852822 882582 2588 825222222 22 82 52858258 25 5222225825882 22 522 8585 252222, 8585 885582, 252888822, 52525252822, 822582822, 2888252822, 2252 25 522 22525 82825852822 882582 2588 825222222 85588 82 8282525 2522 252 522582525 22 252 825222222 525 588 22525 522582822 8855828, 2528888228, 525252528228, 8225828228, 28882528228, 22528 525 588 525 522 22525 828258528228 85588 522582 82 222282 525 85885 22 25285 2588282 252222 58 225282225 82 252 858.
13. 282 82 58852888 58 82228
5588 825222222 85588 82 82225252225 525 822825525 82 5882555282 8825 252 258 22 58228525 525 522 5882522, 5822252282 25 85282822 22 522 2825 85885 85588 25 252 55882 8228222 252 2552828 22 2588 825222222 85588 82 5222528225 82 5882555282 8825 252 258 22 58228525 525 8222825 82 252 825528 22 58228525.
14. CONSENT TO REGISTRATION
By signing this Agreement, the Parties hereby accept and agree to be bound by the terms that are set out herein.
The parties consent to registration hereof for preservation and execution: IN WITNESS WHEREOF
Signed for and on behalf of ________ by ________:
________________________
Date:
Signature of ________:________________________
Date:
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