| Joint Defense and Confidentiality Agreement 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. |
| Confidentiality agreement (mutual) A confidentiality or non-disclosure agreement to be used where each party is disclosing information to the other and each wishes to impose obligations on the other party to keep its information secret. |
| Confidentiality agreement: corporate seller: acquisitions A long form confidentiality agreement (also known as a non-disclosure agreement) for use in connection with a proposed sale of the business and assets of an English company, where both the buyer and seller are companies incorporated in England and Wales. |
| Confidentiality agreement: international joint ventures A standard form of confidentiality agreement (also known as a non-disclosure agreement) for a joint venture, where both parties are disclosing information about businesses to be contributed to the joint venture. This document is in the form of an agreement rather than a letter. It 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. The document has integrated notes discussing the key legal, negotiating and drafting issues. |
| Confidentiality agreement: auction sales A confidentiality agreement to be issued by the seller to potential bidders for a company or business to be sold by way of auction. This confidentiality agreement does not impose similar confidentiality obligations on the seller in respect of information it acquires about the bidder. The agreement contains a standstill and an acknowledgment that the confidential information may constitute inside information. Both these provisions can be deleted if the seller is not a listed company. For more information on confidentiality generally, see Confidentiality: acquisitions |
| Non-disclosure agreement with consultant A confidentiality agreement for use where a consultant is being hired to do a simple, one-off IT-related job which involves disclosure of confidential information. |
| Confidentiality Agreement: General (Unilateral, Pro-recipient) A standard form of unilateral confidentiality agreement to be used in connection with commercial transactions, drafted with terms favorable to the recipient. This Standard Document has integrated notes with important explanatory drafting and negotiating tips. |
| Confidentiality Agreement: General (Mutual) A standard form of mutual confidentiality agreement to be used in connection with commercial transactions. This Standard Document has integrated notes with important explanatory drafting and negotiating tips. |
| Confidentiality Agreement: Lending 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. |
| Confidentiality letter agreement (patents) Confidentiality letter agreement for use by a prospective licensor of patent rights prior to commencing negotiations with a prospective licensee. |
| Assignment of intellectual property rights (pro-assignee) An agreement for the assignment of intellectual property rights, drafted from the assignee's perspective. |
| Confidentiality agreement (pro-discloser) A standard document for a confidentiality or non-disclosure agreement from the perspective of the discloser of the confidential information. |
| Patent and know-how licence agreement A licence agreement granting a licensee the right to manufacture and sell patented products with an optional licence to know-how and optional provision of technical assistance, drafted in favour of the licensor. |
| Confidentiality letter agreement (know-how) Confidentiality letter agreement for use by a prospective licensor of know-how prior to commencing negotiations with a prospective licensee. |
| Confidentiality letter: corporate seller: acquisitions A long form confidentiality letter (also known as a non-disclosure letter) for use in connection with the sale of the entire issued share capital or the business and assets of a private company incorporated in England and Wales, where there is a single corporate buyer and a single corporate seller. |
| Employee Confidentiality and Proprietary Rights Agreement 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. |
| Intra-group assignment of intellectual property rights A standard document for an intra-group assignment of intellectual property (IP) rights. This document is sometimes referred to as an inter-company transfer of IP rights, but is most likely to be used in the context of a group reorganisation. |
| Confidentiality Agreement: Mergers and Acquisitions A standard form of confidentiality agreement to be used in connection with an acquisition. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. |
| Evaluation licence and non-disclosure letter agreement A letter agreement containing confidentiality provisions and a licence of rights for use by a company that sells low-cost standard software programs which users may want to evaluate before they commit to licensing and installing the software for use in their business. |
| Assignment of intellectual property rights (pro-assignor) An agreement for the assignment of intellectual property rights, drafted from the assignor's perspective. |
| Confidentiality Agreement: General (Unilateral, Pro-discloser) 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. |
| Non-confidential disclosure agreement Letter agreement under which a company agrees to receive, on a non-confidential basis, ideas which are being submitted by a third party . |
| Evaluation licence and non-disclosure agreement A licence and confidentiality agreement, intended for use by a company that sells standard software programs which users may want to evaluate before they commit to taking a licence of the software for use in their business. |
| Letter of claim (breach of confidence) Letter of claim (previously known as a "letter before action" and also referred to as a "cease and desist" letter) to be used in relation to breach of confidence, with separate undertakings. |
| Confidentiality letter Confidentiality letter agreement for use between two parties prior to commencing negotiations. The confidentiality undertaking applies to one party only. |
| Confidentiality agreement: international acquisitions 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. |
| Confidentiality agreement (pro-recipient) A standard document for a confidentiality or non-disclosure agreement from the perspective of the recipient of the confidential information. |
| Interface information licence and non-disclosure agreement A licence of rights combined with a confidentiality agreement, for use by a company that sells software which users must then interface with custom software provided by a third party. |
| Employee Confidentiality and Proprietary Rights Agreement (California) A California-specific 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 California law. This Standard Document has integrated notes with important explanations and drafting tips. |
| Confidentiality agreement: joint ventures A long form confidentiality agreement (also known as a non-disclosure agreement) for use in either: A joint venture where both parties are disclosing information about businesses to be contributed to the joint venture; or A joint venture where one party is disclosing information about a business to be contributed to the joint venture and the other party is disclosing information about intellectual property rights to be licensed to the joint venture. In the form of an agreement rather than a letter. It has been drafted for use in a UK context. |
| Know-how licence and technical assistance agreement Know-how licence and technical assistance agreement, with optional clauses that provide for the licensee to be appointed on an exclusive, sole or non-exclusive basis, and drafted to fall within the terms of the EC technology transfer block exemption. |
| Know-how transfer Agreement for the transfer of know-how. |