Both sides agree to keep that information confidential and to use it only for that purpose, on the terms below.
What stays private
“Confidential information” means anything either of us shares that a sensible person would treat as private, whether it is marked confidential or not. On a new-build tender this usually includes: drawings, plans, elevations, structural details, specs, schedules, quotes and cost breakdowns, supplier and subcontractor names and rates, programme notes, tender questions and responses, value-engineering options, and any notes from site meetings. It also includes site location details, access arrangements, alarm or security information, keysafe codes, temporary works details, and photos or video taken on or around the site. It includes emails, messages, print-outs, and marked-up copies.
How I keep it quiet
Each of us will use the other’s confidential information only to evaluate, price, plan, negotiate, or carry out the new-build work we are discussing. I will not use your drawings or pricing to help on another job, and you will not use my pricing, methods, templates, or trade contacts to shop the tender around. Either of us can share the other’s confidential information only with people who genuinely need it for this project, and only if they are bound to keep it at least as tight as this agreement. That includes subcontractors, designers, consultants, and suppliers. Each of us will store it sensibly, limit copying, and protect it with the same care we use for our own private information.
What is not covered
Confidential information does not include information that is already public through no fault of the receiving side. It also does not include information the receiving side can show it already knew before it was shared. It is not confidential if the receiving side gets it properly from someone else who was free to share it, or if the receiving side develops it independently without using the other’s confidential information. If either of us is required to disclose information by a regulator, court, insurer, or similar lawful process, that disclosure is allowed. Where the rules let us, the receiving side will give the other side prompt notice so they can try to limit what is shared.
How long it lasts
This agreement starts on the date the last person signs it. It covers confidential information shared before tender, during tender, and, if the project goes ahead, during set-up and delivery. The duty to keep information confidential continues even if the tender does not proceed or the working relationship ends. Unless the proposal says a different period, each of us must keep the other’s confidential information confidential for 3 years from the last date confidential information is shared. If a particular item should clearly stay private for longer because of its nature, for example security arrangements or access details, each of us will treat it with extra care and not publish it just because the time period has ended.
Give it back or delete it
If the other side asks, or when the tender discussions end, each of us will promptly return or securely delete the other’s confidential information. That includes copies, extracts, photos, scans, and marked-up versions. Sometimes I have to keep a limited record for sensible business reasons, for example an archived email trail, a tender log, or notes needed to explain how a price was built up. The same may apply to you. Where that happens, the kept copy stays confidential, is not used for any other purpose, and is stored in a way that keeps it private. If anything is held only because the law or an insurer requires it, it stays protected the same way.
Who owns what
Nothing in this agreement transfers ownership of anything either of us shares. Your drawings, designs, site information, and budget details remain yours (or your designer’s). My pricing, tender documents, working methods, templates, and know-how remain mine. Sharing information under this agreement gives the receiving side permission to read it and use it only to evaluate and progress this tender and, if agreed, the build. It does not give permission to copy it for other projects, to publish it, or to pass it on as a “standard detail” to someone else. If either of us wants to use the other’s material beyond this tender, we will get clear written permission first.
If there is a leak
Both sides accept that if confidential information is disclosed or misused, the harm is not always something money alone can put right. The harmed side can ask for an order to stop the disclosure or misuse, as well as claiming compensation for losses caused by the breach.
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