Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Confidentiality definition

What does Confidentiality mean? In legal practice, confidentiality is the obligation to keep a client’s information and affairs private and to use or disclose it only with proper authority. For lawyers, this duty of confidentiality arises from professional conduct rules (e.g., the SRA Standards and Regulations; the Law Society of Scotland Standards of Conduct; the Law Society of Northern Ireland rules; and the Law Society of Ireland guidance), from contract (engagement terms and non‑disclosure agreements), and from the equitable duty of confidence recognised in case law (breach of confidence). It sits alongside, but is distinct from, legal professional privilege, which protects defined categories...

Drafting and Enforcing Confidentiality Agreements for UK Asset Purchases: scope, authorised recipients, permitted use, exceptions, duration, return, indemnity, non-solicitation, standstill, insider dealing and remedies

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Practice notes

Introduction

This overview considers Confidentiality agreements in relation to acquiring the Assets of a business (the business). Typically, a Confidentiality or ‘non-disclosure’ Agreement is put in place at an early stage of the transaction. The confidentiality terms may appear in a separate contract or be set out within heads of terms. It is more usual to use a standalone confidentiality agreement than to fold such terms into the heads of terms.

Purpose of a confidentiality agreement

On an asset purchase, the seller will provide the buyer with sensitive information about itself and the business so the buyer can perform due diligence. The seller’s key priority is that this information remains confidential and is safeguarded against unauthorised disclosure or misuse by the buyer (who might be a competitor) or by any other party to whom the information is revealed.

Common law protection

The common law affords the seller a degree of protection...

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Web page updated on 21/05/2026

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