Introduction to this document

Confidentiality clause

An employee owes a duty of confidentiality to you, which continues during the period of employment and, to a more limited extent, after termination. The extent of the duty depends on the facts and circumstances of each case but the more senior the employee, probably the greater the duty owed. A confidentiality clause reflects this duty.

Keep it confidential

Use our clause to specifically highlight an employee’s duties of confidentiality. It helps show employees what their general duties at common law are in relation to your confidential information. It also enables you to set out what particular types of information you regard as confidential and you should adapt this according to the requirements of your particular business.

After termination of employment

Once an employee’s employment comes to an end, be aware that the duty of confidentiality which they owe to you is more restrictive. You are only entitled to protect information which can properly be classed as a trade secret or information which is of such a highly confidential nature as to require the same protection as a trade secret. In assessing whether information falls into this category, the court will have regard to the nature of the employee’s employment, the nature of the confidential information itself, whether you impressed on the employee the confidentiality of the information and whether the information can easily be isolated from other information which the employee is free to use or disclose.