Free confidentiality deed template (Australia)
A free Australian confidentiality deed template from Quillio provides stronger protection than a standard NDA (non-disclosure agreement) because it is executed as a deed — meaning it is enforceable even without consideration (mutual exchange of value). Confidentiality deeds are commonly used in M&A transactions, due diligence processes, and any situation where sensitive commercial information is being disclosed and the recipient may not be providing anything in return.
Deed vs agreement
A confidentiality deed does not require consideration to be enforceable — the deed formalities (signing, sealing, delivery) are sufficient. This is important when only one party is disclosing information (the other party provides no consideration). A standard NDA structured as an agreement requires mutual consideration (e.g., mutual disclosure) to be enforceable as a contract. The limitation period for a deed is also longer (12 years vs 6 years under most state limitation legislation).
Key clauses
Definition of confidential information (broad but clear); obligations of the receiving party (not to disclose, not to use except for the permitted purpose, to keep secure); exceptions (information already public, independently developed, required by law); return or destruction of information on request; indemnity for breach; term (how long the obligations last — typically 2–5 years or indefinite for trade secrets); and deed execution formalities.
How I generate confidentiality deeds
Tell me the disclosing and receiving parties, the purpose of the disclosure, the type of information, and any special requirements. I produce a confidentiality deed with appropriate definitions, obligations, and execution blocks. For M&A due diligence, I include specific provisions for data room access, permitted representatives, and the standstill period.
Common issues
- The definition of confidential information must be broad enough to catch everything but specific enough to be enforceable
- Carve-outs for information required to be disclosed by law (e.g., ASX listing rules, court order) are essential
- The term of confidentiality should reflect the nature of the information — trade secrets may need indefinite protection
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