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Indemnity Confidentiality Agreement Template for England and Wales

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Key Requirements PROMPT example:

Indemnity Confidentiality Agreement

I need an Indemnity Confidentiality Agreement for sharing sensitive software development code with a third-party contractor, with specific provisions for protecting our intellectual property and ensuring they cover any losses if the information is leaked.

Document background
The Indemnity Confidentiality Agreement is designed for situations where parties need to share sensitive information while establishing clear liability for potential breaches. This document, governed by English and Welsh law, is particularly valuable in commercial relationships where the disclosure of confidential information carries significant risks. It provides comprehensive protection by combining standard confidentiality provisions with specific indemnification obligations, making it especially suitable for high-value transactions or situations involving proprietary information, trade secrets, or sensitive commercial data.
Suggested Sections

1. Parties: Details of the indemnifying and indemnified parties, including registered addresses and company numbers

2. Background: Context of the agreement and relationship between parties, explaining why confidentiality and indemnity are required

3. Definitions: Key terms used throughout the agreement including 'Confidential Information', 'Permitted Purpose', 'Indemnified Parties'

4. Confidentiality Obligations: Core confidentiality requirements, restrictions on use and disclosure of confidential information

5. Indemnity Provisions: Scope and extent of indemnification, including triggers and limitations

6. Return of Confidential Information: Obligations regarding the return or destruction of confidential information

7. Term and Termination: Duration of the agreement and circumstances for early termination

8. Governing Law and Jurisdiction: Confirmation of English & Welsh law application and jurisdiction for disputes

Optional Sections

1. Permitted Disclosures: Specific exceptions to confidentiality obligations, including disclosures required by law or regulation

2. Insurance Requirements: Specific insurance obligations to support the indemnity provisions

3. Data Protection Provisions: Additional provisions for handling personal data under UK GDPR and Data Protection Act 2018

4. Intellectual Property Rights: Provisions clarifying ownership and protection of IP rights in confidential information

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed list and categories of information covered by the agreement

2. Schedule 2 - Permitted Recipients: List of authorized individuals or entities who may receive confidential information

3. Schedule 3 - Specific Indemnified Events: Detailed list of circumstances that trigger indemnification obligations

4. Schedule 4 - Security Requirements: Specific security measures required for protecting confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºìÐÓÖ±²¥ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























Clauses

























Industries

Common Law Contract Principles: Fundamental principles governing contract formation, interpretation, and enforcement under English common law

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract to which they are not a direct party

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, ensuring fairness and reasonableness

Trade Secrets (Enforcement, etc.) Regulations 2018: Regulations protecting against the unlawful acquisition, use and disclosure of trade secrets

UK General Data Protection Regulation (UK GDPR): Primary data protection legislation governing the processing of personal data in the UK post-Brexit

Data Protection Act 2018: UK's implementation of data protection standards, complementing and supplementing the UK GDPR

Privacy and Electronic Communications Regulations (PECR): Specific rules governing privacy and electronic communications in the UK

Copyright, Designs and Patents Act 1988: Principal legislation governing intellectual property rights including copyright protection

Trade Marks Act 1994: Legislation governing the registration and protection of trademarks in the UK

Patents Act 1977: Primary legislation governing patent protection and enforcement in the UK

Employment Rights Act 1996: Core employment legislation that may affect confidentiality obligations in employment relationships

Equality Act 2010: Legislation ensuring non-discrimination and equal treatment, relevant for employment-related confidentiality agreements

Competition Act 1998: Legislation preventing anti-competitive practices that might be relevant to confidentiality agreements

Enterprise Act 2002: Framework for merger control and market investigations that may impact confidentiality agreements

Limitation Act 1980: Sets statutory time limits for bringing legal claims, including breaches of confidentiality

Financial Services and Markets Act 2000: Regulatory framework for financial services sector, including specific confidentiality requirements

Regulated Activities Order: Specifies which activities require Financial Conduct Authority authorization and related confidentiality obligations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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