Confidentiality and Non-Disclosure Agreements

Abstract

Confidentiality and Non-Disclosure Agreements are frequently used in many industries, including the sports industry, in relation to and in connection with the negotiation, drafting and conclusion of Sports Marketing Agreements of various kinds, especially Sports Sponsorship and Merchandising Agreements.

Appendix

General Form of Confidentiality/Non-Disclosure Agreement ¹

Commencement Date and Parties

Whereas:

The parties have agreed to provide each other with information which they consider to be confidential in nature (the “Confidential Information”) to <insert brief details of reason for disclosure, e.g. to enable the Recipient to provide services as a consultant to the company> (the “Purpose”).

Now It Is Agreed Between the Parties as Follows:

• 1. In consideration of each of the parties disclosing to the other Confidential Information for the

  Purpose the parties hereby undertake that they shall:

  • (i) not communicate, disclose or make available all or any part of the Confidential

    Information to any third party;

  • (ii) not directly or indirectly use, or permit others to use, the Confidential Information other

    than for the Purpose;

  • (iii) not make any announcement or disclosure in connection with the Confidential Information

    or the Purpose without the prior written consent of the other party.

• 2. The obligations of confidentiality and non-use will not apply with respect to any of the

  following:

  • (i) information which is generally available to the public at the date of this agreement;

  • (ii) information already known to the party at the time of disclosure;

  • (iii) information which is subsequently disclosed by third parties having no obligations of

    confidentiality;

  • (iv) information which is or becomes generally available to the public in printed publications in

    general circulation in the United Kingdom through no act or default on the part of the

    parties or their agents, employees or professional advisers.

• 3. Without prejudice to the generality of clause 2 information shall not be deemed to be

  generally available to the public by reason only that it is known to only a few of those people

  to whom it may be of commercial interest and a combination of two or more parts of the

  Confidential Information shall not be deemed to be generally available to the public by reason

  only of each separate part being so available.

• 4. The parties shall each ensure that all measures necessary are taken to secure the

  confidentiality of the other party’s Confidential Information including but not limited to:

  • (i) keeping separate all Confidential Information and all information generated based on the

    Confidential Information from all other documents and records;

  • (ii) keeping all documents and any other material bearing or incorporating any of the

    Confidential Information at the party’s usual place of business in the United Kingdom;

  • (iii) not using, reproducing, transforming or storing any of the Confidential Information in an

    externally accessible computer or electronic information retrieval system, not transmitting

    it in any form or by any means whatsoever outside the party’s usual place of business and

    not copying all or any part of the Confidential Information without the prior written

    consent of the Company and then only to the extent that the same is required for the

    Purpose;

  • (iv) allowing access to the Confidential Information only to those employees and/or to the

    professional advisers who have reasonable need to see or use it for the Purpose and

    informing each of the said employees and professional advisers of the confidential nature

    of the Confidential Information and of the obligations in respect of the Confidential

    Information and ensuring such employees and professional advisers comply with the

    confidentiality and non-disclosure obligations contained in this agreement;

  • (v) obtaining from employees having access to the Confidential Information their undertakings

    to maintain the same as confidential and taking such steps as may be reasonably desirable

    to enforce such obligations;

  • (vi) delivering all documents and other materials in the possession, custody or control of the

    party, its agents, employees or professional advisers that bear or incorporate any part of the

    Confidential Information of the other party.

• 5. The failure by either party to enforce at any time any one or more of the terms or conditions

  of this agreement shall not be a waiver of them or of the right at any time subsequently to

  enforce all terms and conditions of this agreement.

• 6. The parties agree that damages might not be a sufficient remedy to any breach of the terms of

  this agreement and that as a result injunctive or other equitable relief may be obtained in

  respect of any breach or anticipated breach.

• 7. All rights in the Confidential Information are reserved by the party to which it belongs and no

  rights or obligations other than those expressly set out in this agreement are granted or to be

  implied from this agreement. In particular no licence is granted directly or indirectly by this

  agreement relating to any invention, discovery, patent, copyright or other industrial or

  intellectual property right now or in the future held, made, obtained or licensable by either

  party.

• 8. The rights, duties and obligations of the parties and the validity, interpretation, performance

  and legal effect of this agreement shall be governed and determined by the laws of England

  and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.

AGREED by the parties:

SIGNED by:

____________________________________________

Name (print):

____________________________________________

Position:

____________________________________________

Authorised signatory for and on behalf of:

____________________________________________

Date (Day / Month / Year):

_____ / _____ / _____

SIGNED by:

____________________________________________

Name (print):

____________________________________________

Position:

____________________________________________

Authorised signatory for and on behalf of:

____________________________________________

Date (Day / Month / Year):

_____ / _____ / _____