Confidentiality Agreements

What is a Confidentiality Agreement? A legal agreement between two or more parties It is used to signify that a confidential relationship exists between the parties. Entering into such an agreement, each party is obligated to maintain a contract agreeing to promise that the information conveyed will be maintained in secrecy.

Why are they required? They allow each party to protect any type of information that is not generally known this includes sensitive and technical or commercial information. They are often used for sharing information to enable site feasibility to be undertaken by research teams.

What is the difference between a Confidentiality Agreement, an NDA, and a Non-disclosure Agreement? They are all the same legal agreements with different organisations using different names but essentially the same principles apply.

What sort of information may be excluded? Generally where a recipient can demonstrate the information: was publicly known becomes publicly known is already in the possession of the receiving party is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information where required under any relevant law statute or regulation including under the Freedom of Information Act (FOIA) 2000.

Governing Law The Trust seeks to agree that the agreement shall be governed by the laws of England and Wales. This ensures that in the event of any dispute the UK courts will interpret the agreement ensuring the parties adhere to UK law.

Who signs the Confidentiality Agreements? Only authorised representatives (approved by the Trust board) have the necessary authority to sign agreements. All agreements must therefore be signed by a representative from R&I.

If I am asked to sign a Confidentiality Agreement, what should I do? Firstly consider, are you or a member of your team interested in entering into discussions and collaborating with this organisation? If your response is yes, contact R&I Team with the relevant details of the person who will be the key contact so that we can liaise and negotiate the Confidentiality Agreement.

How long will the process take? R&I will aim to respond to CDA’s within 2 working days of receipt. Key contacts are: Sarah Hall – sarah.hall50@nhs.net Richard Evans – richard.evans29@nhs.net Donna Johnstone – donnajohnstone@nhs.net

Where are the agreements retained? Once all parties have agreed the terms of the agreement, a final fully executed signed electronic copy will be retained within the R&I Department which ensures a record is maintained and can be cross-referenced if required.