Confidentiality Agreement (Pro-Discloser)

Summary

This precedent is a Confidentiality Agreement (Pro-Discloser) between a disclosing party and a receiving party. It is on terms favorable to the disclosing party in that it discloses confidential information in exchange for certain undertakings. The Agreement contains drafting notes, and alternate and optional clauses. This precedent is intended for use where one party is providing information to the other in connection with a proposed transaction. Although a general duty of confidence exists in equity rendering it unlawful for one party to take unfair advantage of confidential information, it is easier to enforce a contract than to bring a claim in equity. It is prudent that the disclosing party require that the recipient of confidential information execute a confidentiality agreement prior to disclosing the confidential information. The Confidentiality Agreement contains items such as the recitals (which explain the background to the confidentiality agreement), definitions and ...