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What we'll cover
What is a Letter of Confidentiality?
Letters of Confidentiality are basic and straightforward letters that act as non-disclosure agreements. Under a Letter of Confidentiality, a party disclosing confidential information imposes restrictions as to the use of this confidential information on the party receiving it.
When should I use a Letter of Confidentiality?
Use this Letter of Confidentiality:
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when you want to share sensitive information with another business (or individual) using the most straightforward type of non-disclosure agreement (NDA)
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when you first start sharing information, or if you frequently do so, and you need to quickly agree on an NDA to protect your information
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to impress upon the other party the value of your confidential information
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to impose restrictions on the use and disclosure of your confidential information
Sample Letter of Confidentiality
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Confidentiality letter
This letter relates to disclosure to you of certain confidential information, including any information disclosed by or on behalf of to you during the Term (as defined below), that at the time of disclosure is confidential in nature or may reasonably be considered to be commercially sensitive and which relates to business and affairs including but not limited to: (a) all intellectual property rights which belong to and (b) all analyses, compilations, studies and other documents prepared by you which contain or otherwise reflect or are generated from the information referred to above (the Confidential Information) and any other information relating to the Confidential Information.
You are permitted to use the Confidential Information (the Permitted Purpose).
For the period of (the Term) after the disclosure by to you of the Confidential Information, you must not do any of the following without prior written consent:
- disclose any of the Confidential Information to any third party, except your employees or professional advisers; or
- use the Confidential Information for anything outside the scope of the Permitted Purpose.
The obligations of confidentiality will not apply if you can prove:
- the Confidential Information has become public knowledge by a source that was not you or linked to you; or
- the Confidential Information was already known to you prior to any disclosure from .
You must return to at the end of the Term or earlier, at request, all Confidential Information and work products.
This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Please counter-sign below to confirm your agreement to this letter.
Yours
I acknowledge receipt of this letter dated and agree to accept all of its terms in relation to our use of the Confidential Information.
About Letters of Confidentiality
Learn more about making your Letter of Confidentiality
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How to make a Letter of Confidentiality
Making a Letter of Confidentiality online is simple. Just answer a few questions and Rocket Lawyer will build your document for you. When you have all of the details prepared in advance, making your document is a quick and easy process.
To make your Letter of Confidentiality you will need the following information:
Party details
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What are the details of the sender (eg their legal structure and name)?
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If the sender is a company, LLP or partnership, who will sign the Letter of Confidentiality on the sender’s behalf?
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Will the Letter of Confidentiality be printed on headed paper including the business name and address?
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If not, what is the sender’s address?
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What are the details of the recipient (eg their legal structure, name and address)?
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If the recipient is a company, LLP or partnership, who will sign the Letter of Confidentiality on the recipient’s behalf?
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To whom is this Letter of Confidentiality being addressed?
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Which salutation will the Letter of Confidentiality use?
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On what date will this Letter of Confidentiality be sent to the recipient?
Confidential information
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What is the permitted use of the confidential information?
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What is the non-disclosure period?
Jurisdiction
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If either the sender or recipient is located in Scotland, which country's law will apply to this Letter of Confidentiality?
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Common terms in a Letter of Confidentiality
A Letter of Confidentiality helps protect your business’ confidential information. To achieve this, this Letter of Confidentiality covers:
Sender and recipient details
The start of the Letter of Confidentiality contains the names and addresses of the sender (who is sharing the confidential information) and the recipient (who is receiving the confidential information).
Confidentiality letter
The body of the Letter of Confidentiality informs the recipient about the disclosure of confidential information, which includes intellectual property rights and other sensitive business information. During the specified term of the Letter, the recipient is allowed to use the information for a specified permitted purpose but cannot disclose it to third parties or use it for anything outside the scope of the permitted purpose without prior written consent. The obligations of confidentiality will not apply if the information becomes public or was already known to the recipient before disclosure.
The Letter of Confidentiality also clarifies that the recipient must return all confidential information and work products at the end of the term or upon request. It also sets out the jurisdiction of the Letter of Confidentiality, under which any disputes must be resolved.
The Letter of Confidentiality ends with a request for the recipient to countersign the Letter to show their agreement.
Signature blocks
The Letter of Confidentiality contains a signature block for the sender and a signature block for the recipient. To agree to and accept all terms in relation to our use of the confidential information under the Letter of Confidentiality, the recipient must countersign it.
If you want your Letter of Confidentiality to include further or more detailed provisions, you can edit your document. However, if you do this, you may want a lawyer to review or change the Letter of Confidentiality for you, to make sure it complies with all relevant laws and meets your specific needs. Ask a lawyer for assistance.
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Legal tips for making a Letter of Confidentiality
Carefully consider the permitted purpose
To ensure that your Letter of Confidentiality is effective, it is important to specify the permitted purpose of exchanging confidential information clearly. Before making your Letter of Confidentiality, you need to determine precisely why you are sharing the confidential information. It is better to start with a narrower permitted purpose and later expand it than to have a broader scope initially and try to narrow it later. Once a permitted purpose for the use of confidential information is set, it cannot be further limited at a later stage.
Because you are sharing the confidential information for a specific reason only, it cannot be used (or ‘exploited’) for any other purpose. This means you should describe the permitted use(s) of the confidential information as clearly as possible.
Ensure that you are using the correct agreement for your specific needs
This Letter of Confidentiality should be used in situations where you alone are sharing confidential information and you want to do so using a straightforward document. If you want a more detailed agreement containing more stringent contractual provisions consider making a One-way confidentiality agreement. If you and the recipient are both exchanging confidential information, you should consider making a Two-way non disclosure agreement.
For more information, read Non disclosure agreements and the FAQs ‘Why do I need a Letter of Confidentiality?’ and ‘What is the difference between a Letter of Confidentiality and an NDA?’.
Understand when to seek advice from a lawyer
Ask a lawyer if:
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this document doesn’t meet your needs
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you have any questions or concerns about sharing confidential information
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any of the parties are based outside England, Wales and Scotland
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Letter of Confidentiality FAQs
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What is included in a Letter of Confidentiality?
This Letter of Confidentiality template covers:
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defining of confidential information
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protection of confidential information
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what the confidential information can be used for
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who can receive the confidential information
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disclosures required by law
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how long the information must remain confidential for
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Why do I need a Letter of Confidentiality?
When disclosing confidential information to a business or an individual, it's vital that you protect your business by using either a Letter of Confidentiality or a non-disclosure agreement. Having a Letter of Confidentiality signed by the party receiving the confidential information ensures the information you share will be protected and not disclosed.
A Letter of Confidentiality can be used to protect trade secrets, proprietary information, financial data, customer lists or other confidential information. By signing a straightforward Letter of Confidentiality, the recipient of confidential information agrees to keep the information confidential and to not disclose it to any third parties. This can help to prevent the unauthorised use, disclosure or theft of confidential information.
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What is the difference between a Letter of Confidentiality and an NDA?
A Letter of Confidentiality, a Non-disclosure agreement (NDA) and a One-way confidentiality agreement are essentially the same thing. All are legal documents used to outline the terms of confidentiality between two parties.
This Letter of Confidentiality is a short and simple agreement, and as such it does not incorporate the full range of provisions that are generally included in a longer-form NDA.
For more information, read Non-disclosure agreements.
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What is confidential information?
Confidential information is information that is not generally known or easily accessible to the public, and which has commercial value because it is secret. Almost any type of information can be confidential information. It can come in various forms, including written documents or electronic data. You can protect both commercial information and personal information.
For more information, read Protecting confidential information and trade secrets.
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What are examples of confidential information?
Some examples of confidential information include:
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client information
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databases
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plans and lists
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recipes and drawings
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How does a Letter of Confidentiality protect confidential information?
A Letter of Confidentiality prevents a party receiving confidential information from disclosing it or using it for anything outside the scope of the permitted purpose.
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What information isn’t protected as confidential under the Letter of Confidentiality?
Under the Letter of Confidentiality, the obligations of confidentiality do not apply if the confidential information has become public knowledge or was already known to the receiving party prior to its disclosure.
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For how long should the information remain confidential?
The period for which information must be kept confidential will depend on the specifics of the situation and should be set out in a Letter of Confidentiality. How long the information should be kept confidential depends on the sort of information being shared and why it's being shared. Reasonable periods include 6 months, 1 year and 2 years. This is known as the ‘term’ of the Letter of Confidentiality.
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