Interpretation of Confidentiality Agreement

In Dorchester Project Management Limited v BNP Paribas Real Estate Advisory and Property Management UK Limited, it held that, provided a confidentiality deed contained wording which bound the signatory to it to ensuring that those third parties to whom he or she disclosed the information themselves entered into similar obligations of non-disclosure and non-circumvention, the signatory could indeed disclose such information. The Court held that the effect of the deed was that, if the signatory to it proposed to disclose the confidential information to a third party, it was bound to require that the third party enter into a back to back agreement with it, which imposed on that third party the same obligations as on the signatory: non-circumvention and non-disclosure.

This case is a reminder that confidentiality agreements will be construed in accordance with the same principals as any other agreement.

This legal update is provided for general information purposes only and should not be applied to specific circumstances without prior consultation with us.

For further details on any of the issues covered in this update please contact Gemma Ospedale, Partner in Employment on 020 7583 2222.