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ICC Model Confidentiality Agreement
Best-selling go-to model for companies of all sizes to protect their most sensitive business information before entering into a commercial transaction
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What are the main features of this model?
An international business transaction requires a precise and detailed underlying contract. However, it can be expensive and time-consuming to draft such a contract oneself. The ICC Model Confidentiality Agreement and accompany ICC Model Confidentiality Clause respond to the market’s need for a reliable and equitable template, providing a set of clear and concise standard provisions to protect parties’ sensitive commercial information and know-how.
Before entering a business transaction, companies of all sizes have to consider how to protect sensitive information by drafting a non-disclosure agreement. As each company tries to build a confidentiality contract in its favour, the process may often cause long discussions, delays and higher transaction costs. The ICC model and clause – which can be incorporated into commercial contracts of all kinds – can help smooth the process of exploring and concluding commercial transactions.
The model takes into account the interests of both disclosing and receiving parties and can be used in relation to all kinds of confidential information across a wide variety of business transactions. Its structure is set out below, and as with all model contracts and clauses, parties may tailor it to meet the needs of their particular situation.
Parties
Preamble
Article 1 – Definitions
Article 2 – Definition of Confidential Information
Article 3 – Obligation to keep confidential and restrictive use
Article 4 – Exclusions from obligation to keep
confidential and exclusive use
Article 5 – Copies
Article 6 – Refusal
Article 7 – No license or ownership
Article 8 – No warranty
Article 9 – No further obligations
Article 10 – Term and termination
Article 11 – Survival of obligations
Article 12 – Breach and remedies
Article 13 – Disposal
Article 14 – Protective order
Article 15 – Good faith and fair dealing
Article 16 – Dispute resolution
Article 17 – Applicable law
Article 18 – No asssignment
Article 19 – Written form
Article 20 – Default rules
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ICC Model Contract Confidentiality
and Confidentiality Clause
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