Tools & References

[ON HEADED PAPER OF DISCLOSING PARTY]

[NAME OF RECIPIENT PARTY]

[ADDRESS OF RECIPIENT PARTY]

[DATE]

Dear Sirs,

Confirmation of non-disclosure of confidential information

1.                   Disclosure

1.1                In consideration of our disclosure to you of [DESCRIBE CONFIDENTIAL INFORMATION] and other information (whether or not contained in documents) relating to this (together “Protected Material”) for the purposes of [DESCRIBE PURPOSE OF DISCLOSURE] (“Purpose”), you will keep the Protected Material confidential. Accordingly, for a period of [two years] from the date of this letter, you shall not, without our prior written consent, either:

(a)            communicate or otherwise make available the Protected Material to any third party (other than to any employee of yours who needs to have access to the Protected Material in connection with the Purpose, provided that you ensure that such employee complies with the confidentiality obligations set out in this agreement, or as provided in paragraph 1.2); or

(b)           use the Protected Material for any purpose other than the Purpose.

1.2                You may disclose the Protected Material to the minimum extent required by:

(a)            any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; or

(b)           the rules of any listing authority or stock exchange on which your shares are listed or traded; or

(c)            the laws or regulations of any country with jurisdiction over your affairs (provided, in the case of a disclosure under the Freedom of Information Act 2000, none of the exemptions to that Act applies to the Protected Material disclosed).

2.                   Limitations on obligations

2.1                The obligations set out in paragraph 1 shall not apply, or shall cease to apply, to such of the Protected Material as you can show to our reasonable satisfaction:

(a)            has become public knowledge other than through disclosure by you in breach of this agreement; or

(b)           was already known to you prior to disclosure by us; or

(c)            has been received by you from a third party who did not to your knowledge acquire it in confidence from us or from someone owing a duty of confidence to us.

3.                   Return of the protected material




You shall, whenever we so request, return to us all documents and other records of the Protected Material or any of it in any form and whether or not such document or other record was itself provided by us.

4.                   Governing law and jurisdiction




This letter and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. We and you irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this letter or its subject matter or formation (including non-contractual disputes or claims).




Yours faithfully,




 ................................................................

 [NAME OF DISCLOSING PARTY]







We hereby acknowledge receipt and accept and agree to be bound by the contents of this letter




 Signed .....................................................

[NAME OF RECIPIENT PARTY]




 Date .......................................................