Confidentiality agreements are the most frequently used means of providing for non-disclosure of sensitive information in the context of business transactions. Almost every business, large or small, will engage in a transaction requiring attendant commitments of confidentiality and will have to face the challenge of preparing a confidentiality agreement.

In order to give business people and lawyers who are not experts on the subject a reliable model upon which to draw, ICC has prepared this Model Confidentiality Agreement and Model Confidentiality Clause, which may be incorporated into existing agreements expressly or by reference. The models provide balanced, cross-sectoral, legal platforms that take into account the needs of both the disclosing and receiving parties.

The model agreement and clause, part of a successful series produced under the chairmanship of Fabio Bortolotti (Italy), are the result of extensive discussion in ICC’s Commission on Commercial Law and Practice, and in particular by its Task Force on Confidentiality Agreements, chaired by Filip de Ly (Netherlands) and Åke Nilson (United Kingdom). The model benefited from the active participation of the following Task Force members: Christoph Martin Radtke (France), John Bezant (United Kingdom), Manfred Grünanger (Austria), Bruno Heynen (Austria), Lothar Hofmann (Austria), Olivier Vaes (Belgium), Jingzhou Tao (People’s Republic of China), Christine Lecuyer-Thieffry (France), Jane Willems (France), Lars Münch (Germany), Dharmasinh Popat (India), Arisa Takata Herb (Switzerland), András Gurovits Kohli (Switzerland), Michel Ruffieux (Switzerland), Ercüment Erdem (Turkey), Christoph Liebscher (Austria), Olivier Vaes (Belgium), Francine Gurral (France), René von Samson-Himmelstjerna (Germany), Merja Kohonen (Finland), Tom Vapaavuori (Finland), Alfred Pfister (Germany) and Sigrid Hintzen (Germany). ICC expresses its gratitude to all of them.

The 2016 version has been reviewed for currency by CLP Commission Chair Mr Bortolotti and Task Force member Mr Radtke.