Confidentiality Agreement


On this date the following parties


hereinafter referred to as the Transferor


hereinafter referred to as the Transferee

have entered into the following CONFIDENTIALITY AGREEMENT


1. Purpose

The purpose of this confidentiality agreement is to enable the parties to assess and discuss the following commercial opportunities:

[Insert a brief description of the Transferor’s business idea, including a reference to the Invention and the possible transfer thereof to the Transferee.]


2. Duty of confidentiality

The Transferee undertakes on the signing of this agreement to keep confidential all information which the Transferee may come into possession of concerning the Invention and the business ideas associated with the Invention.

The Transferee further undertakes to keep confidential all the material and information which the Transferee may receive from the Transferor during the negotiations relating to the transfer of the Invention and the business ideas associated with the Invention, irrespective of the form and the manner in which this information is received – including but not restricted to – agreements, technology, software, source code of any type, other technical documentation and information on employees and customers etc.

No such information may ever be passed onto third parties without the prior written consent of the Transferor.


3. Those bound by the duty

The Transferee guarantees that every single one of the natural persons who is to receive the information indicated in section 2 on behalf of the Transferee will co-sign this confidentiality agreement. The Transferee further undertakes to keep the number of individuals who will receive the information indicated in section 2 to an absolute minimum.

The Transferee’s obligation under the above paragraph also applies to the Transferee’s advisers, including their lawyer, accountant and other consultants, with whom the Transferor may wish to discuss the Transferor’s information.


4. Exceptions to the duty

The otherwise absolute duty of confidentiality in section 2 does not apply if the information which the Transferee received from the Transferor was already in the public domain, if public law regulations (legislation and orders from public authorities) and/or decisions from courts mean it is necessary for the Transferee to pass on information as described and indicated in section 2, and/or if the information is legally received from third parties.


5. The duration of the duty

The obligation to keep confidential knowledge of the content of the information furnished by the Transferor lasts for 10 years and applies to all those bound by the duty. The obligation does, however, lapse in relation to information about the Invention which becomes public knowledge without this circumstance being attributable to the Transferee.

The Transferee is – to the extent information has been passed on in written or electronic form etc., cf. section 2 – obliged to return this information promptly, including any copies, once the Transferor makes such a request.


6. Duty of consultation

The Transferee is – in the event of any doubt over whether specific information is to be received from the Transferor as part of the provision of information in connection with this agreement – obliged to resolve this doubt by approaching the Transferor before the specific information is passed on or considered to be excluded from the general obligations for confidentiality under this agreement.


7. Infringements of the duty

For each infringement of the duty of confidentiality in section 2, the Transferee is obliged to pay a fine of DKK [insert amount] to the Transferor.

The fine falls due for payment at the request of the Transferor and does not restrict the Transferor’s right to compensation under the general rules of Danish law. ¬The fine is thus paid in addition to the compensation the Transferor may be able to demand from the Transferee.

Payment of the fine and/or compensation does not entitle the Transferee to continue an infringement of the obligation under this confidentiality agreement.

In signing this agreement, the Transferee declares that the Transferor is entitled to issue an injunction against the Transferee in respect of actions or omissions which the Transferor considers to infringe the obligations under this agreement.

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8. Disputes

In the event of a disagreement between the parties in connection with this agreement, the parties shall attempt to open negotiations with a positive, cooperative and responsible attitude with a view to resolving the dispute. If necessary, attempts shall be made to take the negotiations to a higher level within the parties’ organisations.

Should it not be possible to resolve the dispute by means of negotiation, each party is entitled to bring the case to the Danish Maritime and Commercial Court in Copenhagen as the legal venue in the first instance.

Should the Maritime and Commercial Court not possess the expertise required to hear the case, the case or the claim should be referred to the competent district court for a ruling pursuant to the Danish Administration of Justice Act, cf. section 225 of the Act.


9. Applicable law

The present agreement is subject to Danish law and, unless stated otherwise, the general rules of Danish law shall govern the relationship between the parties. The Danish rules on applicable law do not apply.





For the Transferee

Others bound by the obligation, cf. section 2








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