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English Law Confidentiality Agreements

Vercoe and Others -v- Rutland Fund Management Ltd (2010). Vercoe had shared information with Rutland about a potential acquisition company under a confidentiality agreement. Rutland then broke the contract by acquiring the target and thus making a considerable profit. Vercoe argued that they were entitled to the profits that would result and not (a lesser amount) in damages. Damages were awarded to them on the basis of the value for which they would have allowed Rutland to withdraw from the confidentiality agreement. The legislation imposes many different confidentiality obligations, including under the Professional Secrecy Act, as well as the confidentiality of medical records and the protection of minors. Employers should carefully consider these proposals until the outcome of the consultation. They should ensure that DNNs and confidentiality clauses are not too broad to prevent employees from reporting any potential criminal behaviour to the relevant authorities. Employers should also take appropriate steps to ensure that a person fully understands the importance of an NDA and/or confidentiality clause they sign. Confidential information must be of a specific nature. It must not be contaminated by other non-confidential information to the point of losing its identity and therefore being outside the confidentiality restrictions. One of the most important points to consider for the author is the balance of the flow of information in the agreement.

The party receiving information might want a broad definition, the party giving the information might want a narrower definition. This may not always be the case. While no agreement is required to protect registered intellectual property, a confidentiality agreement can reasonably do so. The reason for this is simply that the less the other party can disclose, the fewer people will eventually know if it is registered (and that it is already in the public domain) or not. Depending on the circumstances, obligations and obligations of the parties, there may be differences with respect to the confidentiality of confidential information. . . .