This document outlines a sample confidentiality contract that protects sensitive information exchanged during negotiations between companies. The contract defines confidential information, specifies the parties and their representatives, and lists important clauses regarding the object, delivery, and duration of confidential information. It also specifies that any disputes will be resolved through legal proceedings or arbitration according to the International Chamber of Commerce rules.

1. CONFIDENTIALITY Contract
1. Definition
2. Parties to the Contract
3. Main clauses
3.1 Object of the Contract
3.2 Confidential information
3.3 Delivery of confidential information
3.4 Duration of the Contract
4. Applicable Law
5. Model Contract
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2. The purpose of the Confidentiality Contract is to safeguard
certain sensitive information (financial details, commercial or
technological secrets) which are brought forward in the process
of negotiations between companies.
It is normally used in negotiations taking place prior to
making distribution, licence, technological transfer, franchise,
manufacturing, joint venture, and mergers and acquisitions
contracts, and, generally speaking, for any business contract
which might entail prior exchange of confidential information.
1. DEFINITION
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3. Usually both parties are companies. For each party, the
following has to be included:
• Name of company, full address and nationality.
• Company type: public limited company, limited liability
company, etc.
• Name and position of company representative who signs
the contract.
• Tax ID number of both parties.
2. PARTIES TO THE CONTRACT
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4. Some of the most important clauses in the
Confidentiality Contract are as follows:
• Object of the Contract
• Confidential information
• Delivery of confidential information
• Duration of the Contract
3. MAIN CLAUSES AND SAMPLE
See sample of Confidentiality Contract
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5. “The Parties agree that within the framework of the negotiations which
are being carried out, there is a need to store certain information or
data relating to the negotiations and the object thereof (hereinafter,
“Confidential Information”) which will have to be kept secret, in other
words, be kept confidential, by each one of the Parties, in accordance
with the terms and conditions of this Contract.”
3.1 OBJECT OF THE Contract
See sample of Confidentiality Contract

6. 3.2 CONFIDENTIAL INFORMATION
“For the purposes of this Contract, Confidential Information shall be
considered to be any information which could possibly be disclosed in
speech,inwritingorbymeansof anyothertangibleorintangiblemediumor
format,currentlyknownorwhichcouldbeinventedinthefuture,exchanged
between the Parties as a result of this Contract, and which either one of
the Parties might consider to be confidential and might so convey it to the
other Party.”
[Optional paragraph] “Attached hereto as Annex 1 of this Contract, the
Parties have included a “List of Confidential Information Elements” which
shall be disclosed to the other Party, following the signing of this Contract.
Subsequently, the Parties will be able to add other Confidential Information
Elements to the aforesaid list, and such elements shall also be considered
thus for the purposes of the object of this Contract.”
See sample of Confidentiality Contract

7. 3.3 DELIVERY OF CONFIDENTIAL INFORMATION
“On termination of this Contract, the Parties undertake to”:
(i) “Deliver to the other Party at its registered offices, or at any other given
address, the Confidential Information which might have been received
during the validity of this Contract.”
(ii) “Not to carry out any form of partial or total reproduction (copies,
photocopies, photographs, plans or others), in any format, of the
Confidential Information which has been received.”
See sample of Confidentiality Contract

8. 3.4 DURATION OF THE Contract
“The Parties undertake”:
(i) “To keep this Contract in force from the time it is signed, which is
indicated in the header, until...................... [insert date].”
(ii) To include, as part of the clauses of the Contract they might sign, a
Confidentiality Clause, in the same sense as this Contract.
(iii) To keep this Contract in force during a period of ........ [insert number]
years in the event that for any reason, they did not ultimately sign any
Contract, or in the event that the aforesaid Contract did not include
the Confidentiality Clause indicated in the previous paragraph.
See sample of Confidentiality Contract

9. “The Parties shall exercises their best efforts to resolve by negotiation any dispute,
controversy o difference between them arising out or relating to this Contract. If
the dispute is not be resolved by direct negotiation, it will be finally settled by:
AlternativeA.legalproceedingsintheCourtsof ……..........………[insertcountry]and,
specifically, to those of the town/city where the ................ [Company A or Company
B] has its registered offices.”
Alternative B. The Rules of Conciliation and Arbitration of the International
Chamberof Commercebyoneormorearbitratorsappointedinaccordancewith
said Rules. The place of arbitration shall be ........... [city and country].”
4. Applicable Law
See sample of Confidentiality Contract

10. In order to obtain the model contract in
Word format and the user guide, click on:
Confidentiality Contract
5. MODEL CONTRACT
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