ISO 27001 Control 6.6: Confidentiality or Non-Disclosure Agreements

Ensuring Information Protection Through Confidentiality and Non-Disclosure Agreements

The protection of sensitive organisational information is a cornerstone of robust information security practices. ISO 27001's Clause 6.6 highlights the importance of confidentiality and non-disclosure agreements (NDAs) to safeguard proprietary and classified information. This article delves into the critical elements of such agreements and their role in maintaining confidentiality.

Purpose of Confidentiality and Non-Disclosure Agreements

Confidentiality or non-disclosure agreements serve to:

• Maintain the confidentiality of sensitive information accessed by personnel or external parties.

• Protect intellectual property, trade secrets, and other classified materials.

• Ensure that parties understand and commit to their responsibilities regarding information handling.

Key Components of Confidentiality and Non-Disclosure Agreements

To effectively address an organisation’s information security needs, confidentiality and non-disclosure agreements should include the following elements:

1. Definition of Protected Information:

   • Clearly define what constitutes confidential information (e.g., trade secrets, business plans, or customer data).

2. Duration of Agreement:

   • Specify how long confidentiality must be maintained, which may extend indefinitely or until the information becomes public.

3. Termination Actions:

   • Outline the actions required when the agreement ends, such as the return or destruction of confidential materials.

4. Responsibilities of Signatories:

   • State the obligations of parties to prevent unauthorised disclosure and misuse of information.

5. Ownership and Intellectual Property:

   • Clarify the ownership rights of information, trade secrets, and intellectual property, as well as their relationship to confidentiality.

6. Permitted Use:

   • Define how the information may be used and specify any restrictions.

7. Audit and Monitoring Rights:

   • Include provisions for auditing and monitoring activities involving confidential information, particularly in highly sensitive situations.

8. Reporting and Notification Procedures:

   • Establish processes for reporting and addressing unauthorised disclosures or breaches.

9. Information Handling on Termination:

   • Detail the procedures for securely returning or destroying information at the end of the agreement.

10. Non-Compliance Actions:

    • Specify the consequences of failing to adhere to the terms of the agreement.

Periodic Review and Compliance

Organisations should periodically review confidentiality and non-disclosure agreements to ensure they remain relevant and effective. Reviews should consider:

• Changes in the organisation’s information security requirements.

• Updates to laws, regulations, and contractual obligations.

• Emerging threats that may necessitate new provisions.

Additional Considerations

Jurisdictional Compliance

The terms of confidentiality and non-disclosure agreements must comply with the legal and regulatory frameworks of the applicable jurisdiction. This ensures enforceability and alignment with broader organisational policies.

Raising Awareness and Accountability

Confidentiality and non-disclosure agreements serve as a mechanism to:

• Inform personnel and external parties of their obligations.

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• Reinforce a culture of responsibility and authorised information use.

Final Thoughts

Confidentiality and non-disclosure agreements are critical tools for protecting organisational information. By tailoring agreements to address specific security requirements and periodically reviewing their effectiveness, organisations can mitigate risks, ensure compliance, and foster a secure information handling environment. These agreements not only safeguard sensitive data but also promote accountability among all involved parties.