Model contracts and clauses

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

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. 



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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Confidentiality, Model contracts

ICC Model Confidentiality Agreement

The model confidentiality agreement and stand-alone model confidentiality clause help business people and lawyers by providing balanced, reliable models that can be used in transactions across sectors and borders,

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