Confidentiality Agreements and Letters (Mutual/One-Way): Drafting and Negotiation Checklist covering definitions, scope and permitted use, statutory NDA carve-outs, data protection, IPRs, indemnities, termination, post-termination and execution

Published by a LexisNexis Information Law expert

Checklists

This checklist highlights common issues that typically arise when negotiating and drafting the following:

Confidentiality agreement-mutual
Confidentiality agreement-one-way-pro-discloser
Confidentiality agreement-one-way-pro-recipient
Confidentiality letter-mutual
Confidentiality letter-one-way-pro-discloser
Confidentiality letter-one-way-pro-recipient

Use the third column to capture observations or comments as you work through the checklist.

Key considerations and definitions

Confirm the parties. Decide which individuals and/or entities are bound, and whether one or several will disclose confidential information.
Define confidential information. Consider:
- whether a broad definition or a listed schedule is preferable;
- whether information owned by group companies will be disclosed;
- whether disclosure to group companies will occur;
- whether authorised representatives will disclose or receive information;
- which categories are excluded (for example, material already in the public domain or content the discloser agrees in writing is not confidential).
Authorisations. Specify who may disclose the confidential information and who is permitted to access information received...

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Web page updated on 09/06/2026

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