Understand the confidentiality clause in English contracts

Mondo Social Updated on 2024-01-28

The confidentiality clause is a necessary clause of some contracts in the Contract Law, which stipulates that the licensee shall bear the obligation of confidentiality of the technical secrets transferred by the supplier and guarantee that these technical secrets will not be disclosed to a third party, so as to safeguard the rights and interests of the supplier and maintain the value of the proprietary technology.

Confidentiality clauses generally include:

1) Confidential information

2) confidentiality period

3) Duty of confidentiality

4) Liability for breach of contract

5) Exclusions

Confidentiality Contract Content Bilingual Template 1:

the parties shall during the term of this agreement, and at all times thereafter, maintain the secrecy and confidentiality of, and not without the written consent of the other party use for any purpose other than contemplated under this agreement or disclose to any third party, the information and documentation concerning or relating to the business or affairs of the other party which may come into its possession or knowledge during the term of this agreement (“confidential information”),unless the confidential information is disclosed to the parties’ respective legal advisors, accountants and other professional advisors and such persons comply with the foregoing undertakings of confidentiality.

During the term of this Agreement and for all times after the expiration of this Agreement, each party shall maintain the confidentiality of the other party's business or business information and documents ("Confidential Information") that may come into its knowledge or knowledge during the term of this Agreement and shall not use the Confidential Information for purposes other than those contemplated by this Agreement or disclose the Confidential Information to any third party without the written approval of the other party, except to the parties' respective legal, accounting and other professional advisers who are subject to the confidentiality commitments set forth in this section.

Confidentiality Contract Content Bilingual Template 2:

confidential information” means (1) the fact that the parties are engaged in discussions regarding the possible transaction, and (2) information hereafter disclosed by the disclosing party to the receiving party in connection with the possible transaction that the disclosing party deems to be confidential and that (i) is in a written or other tangible form that is marked confidential, proprietary or words to that effect, or (ii) if disclosed orally or in another intangible form, is identified as being confidential (a) at the time of disclosure and (b) in a written notice to the receiving party within thirty (30) days of its disclosure.

"Confidential Information" means (1) the fact that the parties are discussing the proposed transaction;and (2) information disclosed by the Disclosing Party to the Receiving Party after the date of this Agreement in connection with the Proposed Transaction that the Disclosing Party believes should be kept confidential and that such information shall: (i) be provided in writing or other tangible form and be marked as confidential, proprietary, or other similarly effectual writing;or (ii) if disclosed orally or by any other intangible means, (a) at the time of disclosure and (b) within thirty (30) days of disclosure, notify the receiving party in writing that the information is confidential. Notwithstanding the foregoing, Confidential Information does not include information that (i) becomes part of public information that entered the public domain at the time of disclosure or after disclosure through no act or fault of the receiving party, (ii) is known to the receiving party at the time of disclosure, (iii) is independently developed by the receiving party without reference to the disclosed information, or (iv) is duly disclosed to the receiving party by any third party (to the best of the receiving party's knowledge) who is not under an obligation of confidentiality with respect to the disclosed information.

Refer to bilingual example sentences:

the privacy commissioner may, on and from the appointed day, exercise in respect of bank of east asia any power under the personal data (privacy) ordinance (cap. 486) which he could h**e immediately before the appointed day exercised in respect of first pacific bank in respect of a breach or alleged breach by first pacific bank of that ordinance or the data protection principles; but the transfer to, and vesting in, bank of east asia by this ordinance of the undertaking of first pacific bank and any disclosure to bank of east asia of any information in contemplation or as a result thereof shall not amount to a breach of any duty of confidentiality to which first pacific bank is subject immediately before the appointed day or to a contr**ention by bank of east asia or first pacific bank of the personal data (privacy) ordinance (cap. 486) or the data protection principles.

If the Privacy Commissioner could have exercised any power in respect of the Personal Data (Privacy) Ordinance (Cap. 486) or the data protection principles of the Personal Data (Privacy) Ordinance (Cap. 486) or the data protection principles immediately before the specified date in respect of the Personal Data (Privacy) Ordinance, he may exercise that power in respect of the Bank of East Asia with effect from the specified date;However, the transfer and transfer of First Savs' business to BEA under the Ordinance, and any disclosure of information to BEA in anticipation of or as a result of such transfer and transfer, shall not be a breach of the confidentiality obligations of First Pacific Bank immediately prior to that specified date, nor shall BEA or First Pacific Bank be in breach of the Personal Data (Privacy) Ordinance (Cap. 486) or the data protection principles.

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