Confidentiality and non-solicitation agreement (mutual)

This agreement template has been designed for the situation where two parties wish to impose both confidentiality and non-solicitation obligations upon each other. In other words, the confidentiality and non-solicitation obligations will be mutual.

The confidentiality provisions may restrict not just the disclosure of confidential information, but also the manner of its use. Flexible definitions of "confidential information" are included, allowing for both specifically identified information and general categories of information to be treated as confidential.

The non-solicitation provisions are designed to prevent or inhibit certain kinds of undesirable behaviour in relation to a class of "restricted associates". Prohibited behaviour may include entering into contracts or business relationships and/or encouraging a restricted associate to exit an existing contract or business relationship. Again, there are flexible definition of "restricted associates".

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Confidentiality and non-solicitation agreement (mutual) contents

Definitions: definitions.
Term: commencement of term; end of term.
Non-solicitation: restrictions on
First Party
: non-solicitation restrictions period; non-solicitation restrictions on first party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
Non-solicitation: restrictions on
Second Party
: non-solicitation restrictions period; non-solicitation restrictions on second party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
First Party
confidentiality obligations:
First Party
confidentiality undertaking; disclosure of confidential information by
First Party
to certain persons; exceptions to
First Party
confidentiality obligations; disclosures of
Second Party
confidential information mandated by law etc;
First Party
to stop using confidential information upon termination;
First Party
to delete confidential information following termination;
First Party
confidentiality obligations after termination.
First Party
publicity obligations: no public disclosures by
First Party
; permitted public disclosures by
First Party
.
Second Party
confidentiality obligations:
Second Party
confidentiality undertaking; disclosure of confidential information by
Second Party
to certain persons; exceptions to
Second Party
confidentiality obligations; disclosures of
First Party
confidential information mandated by law etc;
Second Party
to stop using confidential information upon termination;
Second Party
to delete confidential information following termination;
Second Party
confidentiality obligations after termination.
Second Party
publicity obligations: no public disclosures by
Second Party
; permitted public disclosures by
Second Party
.
Intellectual property rights: no assignment of intellectual property rights; no licence or limited licence to use
First Party
confidential information; no licence or limited licence to use
Second Party
confidential information.
Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
Termination: termination by either party at will.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; caveats to limits of liability; entire agreement; governing law; exclusive jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

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Version	2.2
First published	1 Sep 2016
Last updated	19 Jan 2023
Law	English law and EU law
Language	English (UK)
^†Word count	4,812
^†Template pages	12

† These figures are approximations.

Law of confidence Commercial law Competition law Industry Agreement

	Free licence	Standard licence	Extended licence	Professional licence
Number of document instances	1	1	5	25
Number of websites or digital products	1	1	5	25
Sub-licences permitted	None	1	5	25
Document licence period	No expiry	No expiry	No expiry	No expiry
Credit for Docular	Yes	No	No	No

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Confidentiality and non-solicitation agreement (mutual)

This agreement template has been designed for the situation where two parties wish to impose both confidentiality and non-solicitation obligations upon each other. In other words, the confidentiality and non-solicitation obligations will be mutual.

Confidentiality and non-solicitation agreement (mutual) contents

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