Your business information stays yours.
A plain-English promise
We treat information shared with us as confidential from the first substantive conversation. The formal wording below is the standard one-way NDA we are willing to sign, with the client as the disclosing party and The HVAC Consultants Ltd, trading as Perceptual Consultants, as the receiving party.
If your organisation has its own NDA, send it through. Sensible changes are not a problem. The aim is to protect your information, not create a small legal obstacle course before anyone has done useful work.
1. Purpose
The parties wish to explore or undertake a consulting relationship. In connection with that relationship, the client may disclose confidential and proprietary information to the consultant.
2. Confidential information
Confidential information includes business plans, strategies, operations, financial data, forecasts, customer and supplier information, pricing, marketing plans, technology, documentation, intellectual property, and any information that is marked confidential or should reasonably be understood to be confidential.
It may be disclosed orally, in writing, digitally, visually, or in any other form.
3. Consultant obligations
The consultant will keep confidential information secure, will not disclose it to a third party without prior written consent, and will use it only to evaluate or deliver the agreed consulting services. Reasonable safeguards will be applied, at least equivalent to those used to protect the consultant’s own confidential information.
4. Exclusions
The obligations do not apply to information that is already public through no breach of this agreement, was lawfully received from another source without restriction, was already known before disclosure, or was developed independently without using the client’s confidential information.
5. Term
The agreement begins on the date it is signed. Unless the parties agree otherwise, confidentiality obligations continue for two years after each disclosure. Obligations applying to trade secrets or information that remains commercially sensitive continue for as long as the information remains confidential.
6. Return or destruction
At the client’s written request, the consultant will return or securely destroy confidential materials and copies, subject to normal legal, insurance, backup, and record-keeping requirements.
7. Ownership and no licence
All confidential information remains the property of the client. Nothing in the agreement transfers intellectual property or grants a licence except the limited right to use the information for the agreed purpose.
8. Required disclosure
If disclosure is required by law, regulation, or court order, the consultant may make that disclosure. Where legally permitted, the consultant will notify the client first and disclose only what is required.
9. Remedies and governing law
The parties acknowledge that an unauthorised disclosure may cause harm that is difficult to remedy with money alone. The client may seek any remedy available under New Zealand law. This agreement is governed by the laws of New Zealand.
10. Entire agreement and signing
This document records the agreement about confidentiality and can be amended only in writing. It may be signed electronically and in counterparts.
Client: [Full legal name and address]
Consultant: The HVAC Consultants Ltd, trading as Perceptual Consultants
Date: [Date]
- Your information remains yours
- It is used only for the agreed work
- It is not shared without permission
- We are happy to sign your NDA instead
A useful distinction
This is a confidentiality agreement, not a transfer of ownership. Sharing an idea or document does not hand over the underlying rights.