This Confidentiality Undertaking (sometimes called a non-disclosure undertaking) is designed for use when a company or business wants to take on someone to provide services but before doing so requires that individual to sign a document confirming that he/she will keep all information obtained in the course of the work will be kept secret and not disclosed to any third party.
The undertaking starts with a reference to the individual’s appointment and then defines confidential information as all information and documents disclosed to him/her. The undertaking should be obtained before the individual starts working with the company.
The wording of the undertaking is then set out. This is followed by an obligation to hand back or destroy any copies or notes concerning the information when the appointment comes to an end.
The undertaking is unlimited in time, but it does not apply to information that becomes generally available to the public.
The final paragraph deals with the governing law and jurisdiction.
We have other forms of Confidentiality Agreement or Non-Disclosure Agreement, each of which is for different circumstances – see the Explanatory Notes to documents A104, A105 and A119.