Confidentiality Agreement

What Is a Confidentiality Agreement?

A confidentiality agreement is an important legal document that allows you to protect sensitive business information against unnecessary disclosure to third parties. This document is also often being referred to as a non disclosure agreement or NDA. A solid non disclosure agreement template Australia establishes a solid legal framework by defining parties’ obligations with regard to caring for and using sensitive information for defined purposes only.

Confidential and sensitive information includes various financial and accounting data, business data, customer or client databases, statistics, IP rights, etc. All this could be covered using the present non disclosure agreement sample.

The transfer of sensitive information under this sample non disclosure agreement template can take place in two different ways:

• One-way transfer. It means that one party discloses their confidential information, while the other obtains such information and undertakes to not disclose it further.
• Two-way transfer. This is when both parties under this confidentiality and non disclosure agreement disclose and receive each other’s sensitive information.

Australia contract law provides a rigid regulation for confidentiality agreement templates that allows to effectively protect interests of the parties involved.

When do you need this confidentiality agreement in Australia?

Non disclosure agreement templates are extremely popular legal documents in Australia and are suitable for the following situations:

• hiring a new employee for a startup or business,
• promoting an existing employee to a new position with access to a company’s sensitive information;
• starting a new business with a friend or partner;
• hiring a subcontractor for the provision of certain services (e.g., accounting, marketing, legal);
• soliciting additional capital from potential investors for your startup, etc.

What is the difference between this confidentiality agreement and a non-compete agreement?

The non disclosure agreement NDA template aims to protect sensitive information of one party from its unsolicited disclosure or transfer to unauthorized third parties. If a receiving party fails to follow established limitations, such a party becomes liable for damage caused by such a disclosure.

Contrary to that, a non-compete agreement focuses on the limitation of competition between former employees, employers, business partners, or investors. By virtue of a non-compete contract, one party (restricted party) shall not perform the same business activity as a protected party within a specified period of time.

What shall this sample non disclosure agreement cover?

A comprehensive sample non disclosure agreement shall address a number of important clauses without which the final document cannot be complete. Those important clauses usually include identification of the parties involved, definition of confidential information, purpose of exchange, permitted disclosures, duration, remedies, and governing law. Below, we’ll walk you through all those key elements in greater detail.

Identification of Parties

The parties involved in a non confidentiality agreement are a receiving and a disclosing party. A receiving party is a person who is being granted access to certain types of sensitive information that belong to a protected party. In its turn, a protected party, also known as a disclosing party, is an owner of such sensitive information. Both parties could be businesses, organizations, or individuals.

The identification details include full name, business, and contact email or phone number. The parties listed in the document’s preamble must sign it.

Definition of Confidential Information

A solid confidentiality agreement template Australia must also define what is confidential information. This helps to clearly define the scope of protection. There is no need to directly explain the essence of sensitive information directly in the contract. Instead, it is enough only to mention it. For instance, confidential information may include drawings, schemas, pictures, logos, designs, etc.

Purpose of Exchange

A good example of non disclosure agreement template must also clearly define the purpose for which the exchange of information takes place, for instance:

• signing an employment contract;
• selling certain goods;
• selling certain services;
• other (e.g., launching a new business).

When a receiving party under the contract is a company, business, or organization, it is necessary to define the list of employees who shall have access to such information.

Remedies

This very legal clause is common for NDA confidentiality agreement templates. Its main purpose is to list all possible compensatory mechanisms a disclosing party can use to recover from unauthorized disclosure of its sensitive information.

Usually, a standard confidentiality agreement provides several tools:

• Loss and Damage. First, a party that discloses without authorization must compensate in full for all losses and damages caused by such an unauthorized disclosure. Usually the amount of compensation is limited by a maximum liability cap. If such a cap is not established, then it is up to Australian courts to decide the appropriate amount of compensation.
• Injunctive Relief. Second, a protected party shall have the right to apply for so-called injunctive relief. In simple words, it aims to prevent a breach or similar breach in the future by a receiving party.
• Retention and Collection. Finally, a protected party shall have an uninterrupted right to collect all confidential information from a receiving party immediately.

Governing Law

The last but not least important section for all non disclosure agreement templates is the inclusion of the section of applicable law. This is always the law of an Australian state that shall apply by default to the present contract. You can choose any state to govern your confidentiality agreement. However, the most common options would depend on the contract’s purpose:

• for employment contract—a state where the employer is registered or runs its business;
• for a services contract—a state where services are actually provided or where a client is based;
• for the sale of goods—a state where either a buyer or a seller is based or registered.

All in all, if it is a non disclosure agreement NSW, it means that the laws of the state of New South Wales shall automatically apply to this contract.

How to customize a confidentiality agreement template at FasterDraft?

To get a fully customized document template, follow the instructions given below:

1. Click the “Create Document” button.
2. Answer simple questions in the form.
3. Select a template’s format – non disclosure agreement Australia template Word or PDF.
4. Make a payment.
5. Download, print, and make both parties sign this document.