Confidentiality Agreement

I am writing to ask your advice on an employment matter.

In March 2009 I started working as a self employed sales person for a company that acts as a utilities broker. During an induction I was asked to sign a confidentiality agreement. I have since been working on behalf of this broker and have introduced a number of clients that have provided a reasonable volume of business. In addition to this the company have also provided me with sales leads however the split of self generated leads to introduced leads is approximately 66% self generated to 34% introduced.

During this time a number of the prospects  that I have introduced have not be accepted by the company as their utilities spend has not been deemed big enough to warrant taking them on their books (they prefer larger clients) . To this end these customer have been forced to go elsewhere.

I have now been approached by another company who specialise in sourcing utilities contracts for smaller businesses and this company are also keen to engage my services to introduce my smaller clients business to them. My questions is, legally will the confidentiality agreement that I signed in March prevent me from introducing business to this new company. Whilst both companies are utilities brokers they are trying to attract different types of business. I have no legal/ official contract signed at this stage with either company. I also do not have a copy of the original confidentiality agreement that I sign however please see below a copy of the text the agreement new sales are asked to sign.

Confidentiality Agreement

This agreement is between…

(1) 

(2)   Xxx ltd

In consideration of both parties agreeing to make available to the other confidential information we and you hereby undertake to be bound by the terms and conditions set out below: -

1.       In this letter confidential information means information of whatever nature relating to 001 Limited and                                                            including (without limitation) all business plans, financial, technical, operational, commercial, staff, management and other information, data, experience and expertise of whatever kind whether in written or in oral form, which is either directly or indirectly disclosed to or received by one of us from the other and/or any of our respective officers, employees, consultants or agents

2.       Each of us undertakes that, subject to paragraph 3 below, we will not, without the other party’s written consent:

(a)  copy, reproduce, distribute or disclose any confidential information to any person other than those of our employees consultants or agents, and employees of partner companies with whom either party has mutual confidentiality agreements and who are directly concerned with our discussions

(b)  use the confidential information for any purpose other than those directly connected with our discussions

3.    The restrictions on use and disclosure set out in paragraph 2 above shall not apply to any information which:

(a)   at the date of its disclosure is trivial or obvious or is public knowledge or which subsequently becomes public knowledge other than by any breach of the terms of this letter by either of us

(b)   is already known to one of us at the date of signature of this agreement and not acquired directly or indirectly from the other party

(c)   is required to be disclosed by applicable law or order of a court or competent jurisdiction or government department or agency, tax or regulatory authorities provided that prior to such disclosure each of us consults with the other as to the proposed form, nature and purpose of the disclosure

4.    Each of us will ensure that each employee to whom confidential information is disclosed is aware of and complies with the restrictions contained herein and shall ensure that each such person shall observe such restrictions, and each of us will indemnify the other against any loss or damage which the other party may sustain or incur as a result of any breach of confidence by us or any of our employees

5.       All papers furnished to one of us by the other prepared by one of us and containing confidential information will be delivered to the other party or disposed of as the other party may from time to time direct

6.       This agreement shall continue in force from the date written below until terminated by mutual consent or by either party by giving the other not less than one month’s prior notice. Notwithstanding such terminations all obligations hereunder shall survive for a period of one (1) year

This agreement shall be governed by the laws of England.

Signed             _______________________________

For and on behalf of xxx Limited

Date

Signed             _______________________________

For and on behalf of

Date