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

Go directly to:

Main features
Get this model contract
Related ICC publications
See more 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.

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

Get this model contract

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,

69€View

Are there additional related ICC publications ?

To explore some of the issues related to this model, you may enjoy the following

Import/export, Trade & Investment, Incoterms, Homepage

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.

65€View

Negotiating International Commercial Contracts, Model contracts, Trade & Investment, Drafting and Negotiating International Commercial Contracts

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.

125€View

Rules & codes, Trade & Investment

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.

FreeView

Negotiating International Commercial Contracts, Import/export, Drafting and Negotiating International Commercial Contracts, Trade & Investment

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.

10€View

Model contracts, Occasional Intermediary Contract (NCND)

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.

69€View