Confidential Settlement Agreement (New Zealand)
Confidential Settlement Agreement
This Confidential Settlement Agreement ("Agreement") is entered into on [Effective Date] between [First Party Name] of [First Party Address] ("First Party") and [Second Party Name] (NZBN: [Second Party NZBN]) of [Second Party Address] ("Second Party") (collectively, the "Parties"). This Agreement is governed by the laws of [Governing Law], including the Contract and Commercial Law Act 2017 (CCLA 2017).
Background
A dispute has arisen between the Parties in connection with: [Dispute Description]. Proceedings reference: [Proceedings Reference]. The Parties have agreed to resolve the dispute fully and finally on the terms of this Agreement, without either party making any admission of liability.
Settlement Payment
In full and final settlement of all claims arising from the Dispute, [Paying Party] agrees to pay [Receiving Party] the sum of [Settlement Amount] ("Settlement Sum") by [Payment Deadline] to the following bank account: [Bank Account Details]. [GST Note].
Payment of the Settlement Sum is the Paying Party's full and final financial obligation under this Agreement. If the Settlement Sum is not paid by the payment deadline, the Receiving Party may enforce this Agreement in [Governing Court] without further notice.
Non-Financial Terms
In addition to the Settlement Sum, the Parties agree to the following non-financial obligations: [Non-Financial Terms]. Where applicable, any proceedings identified in this Agreement shall be withdrawn or discontinued by the relevant Party within five (5) Business Days of receipt of the Settlement Sum.
Release of Claims
In consideration of the payment of the Settlement Sum and the other undertakings in this Agreement, the Parties grant the following releases: [Released Claims]. Mutual release status: [Mutual Release].
Each Party hereby fully, finally, and irrevocably releases and discharges the other Party (and where applicable, its directors, officers, employees, agents, and successors) from all actions, claims, demands, debts, and liabilities (whether known or unknown, present or future) within the scope of the release above. This release is intended to be comprehensive and to extinguish all claims within its scope.
This release does not affect any rights the First Party may have to compensation under the Accident Compensation Act 2001, which cannot be contracted out of under New Zealand law.
Confidentiality
Each Party agrees to keep strictly confidential: [Confidentiality Scope]. Neither Party shall disclose any Confidential Information to any third party without the prior written consent of the other Party, except: [Permitted Disclosures].
The confidentiality obligation is a material term of this Agreement. Breach of the confidentiality clause by either Party will entitle the other Party to seek injunctive relief from a New Zealand court without being required to establish or prove actual damage.
Non-Disparagement
Non-disparagement status: [Non-Disparagement]. Where agreed, neither Party shall make or publish any statement (whether written, oral, or electronic) that is disparaging, defamatory, or derogatory of the other Party, or of the other Party's directors, officers, employees, products, or services. This non-disparagement obligation continues indefinitely after the date of this Agreement.
No Admission
The execution of this Agreement and the payment of the Settlement Sum do not constitute any admission of liability, fault, or wrongdoing by either Party. This Agreement is entered into for the sole purpose of avoiding the uncertainty and cost of litigation.
Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the laws of [Governing Law]. The Parties submit to the jurisdiction of [Governing Court] for the enforcement of this Agreement.
General Provisions
This Agreement constitutes the entire agreement between the Parties with respect to the settlement of the Dispute and supersedes all prior negotiations and agreements. This Agreement may only be amended in writing signed by both Parties. This Agreement may be executed in counterparts. Each Party warrants that it has had the opportunity to obtain independent legal advice before signing this Agreement.
Execution
SIGNED by [First Party Signatory] ([First Party Signatory Title]) for and on behalf of [First Party Name], on [Effective Date].
SIGNED by [Second Party Signatory], [Second Party Signatory Title], for and on behalf of [Second Party Name], on [Effective Date].
What Is a Confidential Settlement Agreement (New Zealand)?
A Confidential Settlement Agreement in New Zealand obliges the receiving party to keep specified confidential information secret and limits its use to the agreed purpose, with the obligations enforceable under the Companies Act 1993. It restricts disclosure and use of designated confidential information between the disclosing and receiving parties.
Confidential Settlement Agreements are governed by the Contract and Commercial Law Act 2017 (CCLA 2017) in New Zealand. The CCLA 2017 consolidated eleven previously separate commercial statutes and provides the primary framework for commercial contracts, including the rules on offer and acceptance, consideration, misrepresentation, contractual remedies, and the enforcement of exclusion and confidentiality clauses. A Confidential Settlement Agreement that satisfies the requirements of a valid contract under the CCLA 2017 is fully enforceable in the New Zealand courts.
For employment disputes, the Employment Relations Act 2000 (ERA 2000) provides a specific framework. Employment settlements reached through Employment Mediation Services (a free service provided by the Ministry of Business, Innovation and Employment) are recorded as 'records of settlement' under section 149 of the ERA 2000, which are enforceable as if they were orders of the Employment Court. Private Confidential Settlement Agreements for employment disputes — outside the formal ERA mediation process — are governed by the CCLA 2017 and must not exclude statutory minimum employment entitlements under the ERA 2000, the Holidays Act 2003, or the Minimum Wage Act 1983.
A unique feature of New Zealand law that must be reflected in every Confidential Settlement Agreement is the mandatory carve-out for Accident Compensation (ACC) claims. The Accident Compensation Act 2001 establishes a thorough, no-fault accident compensation scheme. The right to ACC cover for personal injury caused by accident cannot be waived by private agreement. Every Confidential Settlement Agreement in New Zealand that could touch on personal injury must expressly preserve the releasing party's ACC entitlements.
The GST treatment of settlement payments in New Zealand depends on the nature of the underlying claim. Where the settlement payment compensates for loss (rather than for a supply of goods or services), it may not be subject to GST under the Goods and Services Tax Act 1985. The Confidential Settlement Agreement should address the GST treatment expressly.
The confidentiality obligation in a Confidential Settlement Agreement is itself a material term — breach may entitle the innocent party to seek an injunction from a New Zealand court and to claim damages for any loss suffered as a result of the disclosure.
When Do You Need a Confidential Settlement Agreement (New Zealand)?
A Confidential Settlement Agreement is appropriate whenever parties wish to resolve a dispute privately and want a binding commitment from each other not to disclose the existence of the dispute, the settlement amount, or the terms of the settlement to any third party. It is particularly important in situations where reputational protection, commercial sensitivity, or personal privacy is a significant concern.
You need a Confidential Settlement Agreement when: you are an employer and employee who have agreed to settle an employment claim (including unjustified dismissal, workplace harassment, or wages claims) and you both want to confirm that the settlement and its terms remain private; you are a business or professional who has settled a professional negligence or quality of service claim and you want to prevent the settlement from being used as evidence of liability or becoming public; you are a company settling a commercial dispute with a significant supplier, customer, or business partner and you want to protect your commercial relationships; you are involved in a personal dispute (family, neighbourhood, or professional) that has sensitive personal dimensions and you want to confirm the resolution remains private; you are a public figure, executive, or public company settling a claim involving potential reputational damage; or you are a party to litigation or tribunal proceedings (including ERA proceedings) who has agreed to settle and wants to include a binding confidentiality obligation as part of the resolution.
Confidential Settlement Agreements are commonly used in employment disputes (including ERA and employment court proceedings), product liability settlements, professional indemnity settlements (solicitors, accountants, engineers, doctors), insurance claims, intellectual property disputes, and confidential commercial arrangements.
The timing of a Confidential Settlement Agreement matters. Once signed, the confidentiality obligation is immediately binding. Any subsequent breach — including casual disclosures to friends or family — can give rise to an enforceable claim. Parties should consider carefully who needs to know about the settlement before agreeing on the scope of the confidentiality obligation, and the permitted disclosures clause should be carefully drafted to cover genuine practical needs (such as disclosure to tax advisers and lawyers).
Legal advice from a New Zealand lawyer (and, for employment matters, an employment lawyer or union adviser) is strongly recommended before signing a Confidential Settlement Agreement, particularly where the settlement involves significant sums, ongoing restrictions, or complex statutory rights.
What to Include in Your Confidential Settlement Agreement (New Zealand)
A thorough New Zealand Confidential Settlement Agreement should include several essential provisions to be legally effective and to adequately protect both parties.
The parties clause identifies the full legal names, NZBN numbers (for companies), and addresses of each party, together with the description of any formal proceedings (if commenced) including the ERA file number or court case reference.
The dispute description clause identifies the specific dispute being settled, including any proceedings commenced. A clear description grounds the release of claims and the scope of confidentiality.
The settlement payment clause specifies the amount to be paid (in New Zealand dollars), the paying and receiving parties, the bank account details, the payment deadline, and the GST treatment of the payment. The GST note is particularly important for employment settlements and professional service settlements.
The non-financial terms clause records any agreed non-monetary obligations — such as the provision of a neutral employment reference, the withdrawal of proceedings, the return of property, or specific non-disclosure obligations about ongoing matters.
The release of claims clause specifies the claims being released by each party. This is the operative settlement provision. For employment settlements, it should list the statutory claims being released (unjustified dismissal, unjustified disadvantage, wages, holiday pay) and the relevant statutes (ERA 2000, Holidays Act 2003). The release must not exclude statutory minimum entitlements.
The ACC carve-out clause preserves the first party's rights under the Accident Compensation Act 2001. This clause is mandatory.
The confidentiality clause is the defining feature of a Confidential Settlement Agreement. It must specify: (a) the scope of confidential information (the existence of the dispute, the settlement amount, and the terms); (b) who is bound (both parties and their connected persons); (c) permitted disclosures (legal and tax advisers, Inland Revenue, as required by law); and (d) the consequences of breach (right to seek injunction and damages).
The non-disparagement clause (where agreed) prevents either party from making disparaging, defamatory, or negative statements about the other after settlement.
The no-admission clause confirms that the settlement does not constitute any admission of liability or wrongdoing.
The governing law and jurisdiction clause identifies New Zealand as the governing law jurisdiction and specifies the relevant court or tribunal for enforcement. The forms-legal.com Confidential Settlement Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Confidential Settlement Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/contracts/confidential-settlement-agreement-new-zealand
"Confidential Settlement Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/contracts/confidential-settlement-agreement-new-zealand.
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author = {{Forms Legal}},
title = {Confidential Settlement Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/contracts/confidential-settlement-agreement-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}Also available for these jurisdictions:
Frequently Asked Questions
A Confidential Settlement Agreement has all the essential features of a standard Settlement Agreement — an agreed payment, a release of claims, a no-admission clause, and governing law provisions — with the addition of strict and legally binding confidentiality obligations. In a standard Settlement Agreement, the parties may not have expressly agreed on confidentiality, which means the terms of the settlement could potentially be disclosed. In a Confidential Settlement Agreement, the parties expressly commit to keeping the existence of the dispute, the settlement amount, and all terms of the agreement strictly confidential. This confidentiality obligation may extend to a non-disparagement clause, which prevents either party from making negative statements about the other. Breach of the confidentiality obligation in a Confidential Settlement Agreement entitles the innocent party to seek injunctive relief from a New Zealand court without needing to prove actual damage — the breach itself is actionable.
Employment disputes in New Zealand are primarily governed by the Employment Relations Act 2000 (ERA 2000). Settlement of employment disputes may be achieved through: Employment Mediation Services (a free government service through the Ministry of Business, Innovation and Employment), in which case the settlement is recorded as a 'record of settlement' under section 149 of the ERA 2000, enforceable as a court order; or private settlement between the parties (without ERA mediation involvement), in which case the settlement is governed by the general law of contract under the CCLA 2017. A Confidential Settlement Agreement for an employment dispute must not exclude the employee's statutory minimum entitlements under the ERA 2000, the Holidays Act 2003, or the Minimum Wage Act 1983 — these statutory minimums cannot be contracted out of. The confidentiality clause will protect the settlement terms from disclosure, but the existence of the record of settlement filed with the ERA is generally accessible to other parties. The employee should obtain independent legal advice from a New Zealand employment lawyer before signing any employment settlement agreement.
The GST treatment of settlement payments in New Zealand depends on the nature of the underlying claim being settled. Under the Goods and Services Tax Act 1985 (GST Act 1985), GST at 15% applies to taxable supplies made by GST-registered persons in New Zealand. A settlement payment that is compensatory in nature — compensating for a loss rather than for the supply of goods or services — is generally not subject to GST. However, where the settlement payment is referable to a supply that would otherwise have attracted GST (e.g. settling a claim for unpaid fees for services), GST may be payable. The GST treatment of settlement payments is technically complex and can depend on the specific characterisation of the payment. A Confidential Settlement Agreement should expressly address whether the settlement amount is GST inclusive or exclusive, and both parties should take tax advice from a New Zealand tax adviser or chartered accountant. Inland Revenue's interpretation statements on the GST treatment of compensation payments provide further guidance.
Yes. A non-disparagement clause in a Confidential Settlement Agreement is enforceable in New Zealand as a contractual obligation under the Contract and Commercial Law Act 2017 (CCLA 2017), provided it is clearly drafted and not so broad as to be unreasonable. A non-disparagement clause that prevents either party from making statements that are false, defamatory, or damaging to the other party's reputation is generally enforceable. An overly broad clause that purports to prevent a party from making any truthful statement about their experience — even where required by law, in legal proceedings, or in response to a direct question — may be interpreted narrowly or found to be contrary to public policy. Non-disparagement clauses are common in employment settlements in New Zealand, where the employee agrees not to make negative statements about the employer, and the employer agrees not to disparage the employee in references or public statements. Breach of a non-disparagement clause may give rise to a claim for damages or an application for an injunction to prevent further breach.
If a party breaches the confidentiality clause in a Confidential Settlement Agreement in New Zealand, the innocent party has several remedies available under the CCLA 2017 and the common law. First, the innocent party may seek an injunction from the New Zealand High Court or District Court to prevent further disclosure or require the correction of information already disclosed. Courts in New Zealand have the power to grant urgent injunctions restraining threatened or continuing breaches of confidentiality obligations. Second, the innocent party may claim damages for loss actually suffered as a result of the breach — for example, reputational harm, business losses, or the cost of managing the disclosure. Third, where the breach is serious and the confidentiality clause is expressed as a condition (a fundamental term) of the agreement, the innocent party may argue that the entire settlement agreement should be set aside for breach, restoring their right to pursue the original claims. The severity of the remedy will depend on the nature and extent of the breach.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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