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...

UK Share Purchase Confidentiality Agreements: Scope, Key Terms, Non‑Solicit, Standstill, Insider Dealing, Remedies and Practical Steps

Published by a LexisNexis Corporate expert

Practice notes

This overview considers confidentiality agreements in the setting of acquiring shares in a company (the target). A confidentiality, or ‘non-disclosure’, agreement is ordinarily entered into at an early phase of the transaction. Such obligations may sit in a standalone contract or be included within the heads of terms. Using a separate confidentiality agreement is more prevalent than embedding these provisions in the heads of terms.

Purpose of a confidentiality agreement

In a share purchase, the seller provides the buyer with confidential material about itself, the target, the target’s group entities and their respective operations so the buyer can perform due diligence. The seller’s principal objective is to ensure this information remains secret and safeguarded from unauthorised release or misuse by the buyer (who could be a competitor) or any other recipients of that information. 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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