Confidentiality

A discussion on confidentiality agreements and their principal provisions.

This Note describes trade secrets and confidential information protections available to employers. It examines trade secret definitions and legal recourse, including misappropriation, tortious interference and breach of duty of loyalty and/or fiduciary duty claims. It also explores relevant restrictive covenants and best practices. This Note provides a general overview of federal law in this area. For information on state law, see the State Law Q&A Tools under Related Content to the right.

A standard form of unilateral confidentiality agreement to be used in connection with commercial transactions, drafted with terms favorable to the party disclosing confidential information. This Standard Document has integrated notes with important explanatory drafting and negotiating tips.

A standard form of a confidentiality agreement to be used in connection with a loan transaction. This agreement includes exceptions to confidentiality and remedies for breach of the confidentiality provisions. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

A long-form confidentiality agreement (also known as a non-disclosure agreement) for use in cross-border private company or business acquisitions. This document has been adapted from PLC's UK version to provide a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross-border transactions.

An agreement between an employer and an employee concerning confidentiality and appropriate handling of the employer's commercially valuable information, compliance with relevant security rules and policies, and protection of the employer's intellectual property assets. Agreements of this type have various titles, which may use the term "non-disclosure" in place of "confidentiality," or "intellectual property" in place of "proprietary rights." This Standard Document is drafted in favor of the employer. It is based on federal law. For information on state law requirements, see the State Q&A Tools under Related Content to the right. This Standard Document has integrated notes with important explanations and drafting tips.

An agreement that allows parties with similar legal interests, who are involved in an investigation or legal proceeding, to share information with each other without waiving the attorney-client privilege, work product protection or other applicable privilege or protection. This agreement may also protect against the disqualification of one party's counsel as a result of sharing confidential information with the other parties to the agreement. This Standard Document has integrated notes with important explanations and drafting tips.

Standard Clauses setting out the confidentiality obligations of a party in a sale of goods or services transaction. These Standard Clauses include a detailed definition of confidential information, standard exceptions to the definition of confidential information, common confidentiality obligations of a receiving party, and language addressing disclosures of information as required by law. This resource also includes optional language addressing the return or destruction of confidential information, as well as equitible remedies for any breach of confidentiality. These Standard Clauses have integrated notes with important explanations and drafting tips.

A Checklist identifying key practical and contractual considerations a company should consider for a toll manufacturing agreement to protect its trade secret and other intellectual property (IP), particularly in Brazil, Russia, India and China (BRIC) countries.

This is a chapter from Privilege and Confidentiality: An International Handbook (Bloomsbury Professional) which provides an overview of legal professional privilege (both legal advice and litigation privilege) and confidentiality for in-house and outside counsel. It covers many different jurisdictions including Brazil; Canada; China; England and Wales; Nigeria; Russia; South Africa; Turkey and UAE. Each chapter looks at recent privilege and confidentiality developments in each jurisdiction and identifies possible strategies to enhance and strengthen the application of legal professional privilege around the world. The book includes a separate chapter on legal privilege and confidentiality in arbitration. Also addressed are the Europe-wide ramifications on legal professional privilege and in-house counsel of the recent ECJ judgment in Akzo Nobel Chemicals Ltd and Akcros Chemical Ltd v Commission of the European Communities (September 2010). Chapter 20 and the index are FREE to view, as a sample of the book's contents. To view the other chapters, please subscribe to Books online.