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What is a Disclosure Agreement?

A Disclosure Agreement legally protects sensitive information when you need to share business details with others. It creates clear rules about what confidential data can and can't be shared, making it safer to discuss trade secrets, client lists, or upcoming products with employees, contractors, or potential business partners.

Under NZ law, these agreements help businesses maintain their competitive edge and protect intellectual property. They spell out specific consequences for breaches, usually including court action under the Fair Trading Act or common law. Many Kiwi companies use them during negotiations, staff onboarding, or when working with external consultants to keep valuable information secure.

When should you use a Disclosure Agreement?

Use a Disclosure Agreement before sharing sensitive business information with anyone outside your core team. This includes bringing on new employees, discussing potential partnerships, exploring merger opportunities, or working with contractors who need access to your company's confidential details.

These agreements become especially important when sharing trade secrets, financial data, or customer information protected under NZ's Privacy Act. Many Kiwi businesses use them during initial business discussions, tech development projects, or when outsourcing work to third-party vendors. Getting the agreement signed early prevents costly disputes and helps prove your company took reasonable steps to protect its confidential information.

What are the different types of Disclosure Agreement?

Who should typically use a Disclosure Agreement?

  • Business Owners: Initiate and rely on these agreements to protect company secrets, intellectual property, and strategic plans when dealing with others
  • Employees: Sign Disclosure Agreements when starting new jobs or accessing sensitive company information during their employment
  • Contractors and Consultants: Required to sign before accessing client systems, data, or proprietary information for project work
  • Legal Professionals: Draft and review agreements to ensure compliance with NZ law and adequate protection for all parties
  • Potential Investors: Sign before receiving detailed financial information or business plans during investment discussions
  • Business Partners: Exchange mutual agreements when exploring joint ventures or strategic collaborations

How do you write a Disclosure Agreement?

  • Define Scope: List exactly what information needs protection, including trade secrets, processes, customer data, or intellectual property
  • Identify Parties: Gather full legal names and details of all people or organizations who will access or share confidential information
  • Set Time Limits: Decide how long the confidentiality obligations will last after information sharing ends
  • Choose Template: Use our platform to generate a legally-sound Disclosure Agreement that meets NZ requirements
  • Detail Permissions: Specify who can access information, how they can use it, and any sharing restrictions
  • Add Consequences: Include clear penalties for breaches and steps for dispute resolution under NZ law

What should be included in a Disclosure Agreement?

  • Party Details: Full legal names, addresses, and roles of all individuals or organizations involved
  • Definition Section: Clear explanation of what constitutes confidential information under the agreement
  • Scope Clause: Specific outline of permitted uses and restrictions on confidential information
  • Duration Terms: Clear timeframe for confidentiality obligations and any survival provisions
  • Privacy Compliance: References to NZ Privacy Act requirements for handling personal information
  • Return/Destruction: Process for handling confidential materials after agreement ends
  • Breach Consequences: Specific remedies and enforcement mechanisms under NZ law
  • Signature Block: Space for dated signatures from all parties, with witness provisions if needed

What's the difference between a Disclosure Agreement and an Advisory Agreement?

A Disclosure Agreement differs significantly from an Advisory Agreement in several key ways. While both involve sharing information, their core purposes and protections are quite different.

  • Primary Purpose: Disclosure Agreements focus solely on protecting confidential information, while Advisory Agreements establish a formal consulting relationship and outline service delivery terms
  • Information Flow: Disclosure Agreements restrict information sharing between parties, whereas Advisory Agreements actively encourage knowledge transfer as part of the advisory service
  • Duration Impact: Confidentiality obligations in Disclosure Agreements often extend well beyond the agreement period, but Advisory Agreements typically end when the consulting engagement concludes
  • Legal Focus: Disclosure Agreements center on privacy and trade secret protection under NZ law, while Advisory Agreements emphasize professional services, duties, and compensation terms

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