Confidentiality Agreement

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A general purpose confidentiality agreement. Such an agreement would be suitable for discussions between joint adventurers or between an inventor or entrepreneur and a possible investor.

This draft spells out the information, whether it is to be disclosed orally at a meeting or in documents, if in documents the documents or other media in which the confidential information is contained, the purpose for which the information is to be disclosed, the persons to whom it is to be disclosed and when the documents and any copies are to be returned.

Such an agreement would normally have to be enforced by an application for an interim injunction in the Chancery Division or at least a Chancery or Patents County Court. That would be expensive in England and well beyond the means of many small businesses. This draft contains an arbitration clause incorporating the NIPC Arbitration Rules (see http://www.nipcarb.co.uk/). Rule 2 (g) of those Rules allows an arbitrator to make a provisional award such as an interim injunction. Rule 11 (4) requires the arbitrator to award costs on the same basis as the Intellectual Property Office tribunals.

This agreement therefore levels the playing field between an individual or small business and a much larger entity since there is a limit to the costs that can be awarded against either party.

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