Jurisdiction(s):
United Kingdom

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...

Negotiating confidentiality agreements for UK lending: LMA forms, key clauses, syndication-specific terms, and back-to-back NDAs: practical guidance for in-house counsel

Published by a LexisNexis Banking & Finance expert

Practice notes

Parties frequently execute confidentiality agreements before any external counsel is appointed. Consequently, in-house counsel are usually tasked with reviewing and negotiating them. This Practice Note is designed to offer tips, guidance and flag potential issues for in-house counsel working on lending transactions who are involved in reviewing and negotiating such confidentiality agreements. This Practice Note explains:

when and why confidentiality agreements might be necessary
what the different types of confidentiality agreements are
the main points to check when reviewing a confidentiality agreement—this is split into:
- key common clauses and negotiating points in confidentiality agreements, such as how ‘confidential information’ is defined and the ‘permitted purpose’ of the transaction
- clauses specific to the primary syndication confidentiality agreement, such as the standstill provision and no front running
- other clauses that are sometimes included such as non-solicitation and exclusivity
what is meant by back-to-back confidentiality agreements

When are confidentiality agreements required?

At the very initial stages of a potential transaction, parties will wish to exchange information considered confidential and sensitive in order to ascertain whether or not to take a...

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Web page updated on 21/05/2026

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