- Model contracts & clauses
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
Get this model contract
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,
Are there additional related ICC publications ?
To explore some of the issues related to this model, you may enjoy the following
ICC Guide to Export/Import – 5th edition
This Guide has introduced a generation of international trade professionals to the essential rules and standard practices of the export import trade.
Drafting and Negotiating International Commercial Contracts – 3rd edition
With the increasing globalization of markets, more and more businesses draft cross-border contracts on a regular basis. This guide clarifies the issues surrounding international contracts and will help lawyers and business people avoid the most common pitfalls.
ICC Principles to Facilitate Commercial Negotiation
Directed at small, medium or large businesses across many sectors, the International Chamber of Commerce Principles to Facilitate Commercial Negotiation are a short set of principles to help negotiators conduct smooth and efficient commercial negotiations.
Notes from the Field – Negotiating around the World
This publication gives guidance on what to expect and how to prepare for parties that might have very diverse expectations and understanding of issues. It will help smoother negotiating processes and improve relationships between business partners.
ICC Model Contract Occasional Intermediary – Non-circumvention Non-disclosure (NCND)
The ICC Model Contract “Occasional Intermediary (Non-circumvention and Non-disclosure)” covers the most common varieties of international contracts to which an international intermediary is a party.
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