DISCLAIMER: I am from the UK so I would really appreciate it if someone from the UK would reply as it would be easier for you to answer in terms of my jurisdiction and it would be easier for you to reference anything you say, thank you!

SCENARIO:

Your firm has been instructed by Kardioida Research ("KR"). KR is a small business set up in 2015 by Joshua Obieze and Lexi Martakis, two research scientists who met at University. They research and develop improvements for existing medical devices, specialising in cardio devices for patients with heart failure. KR has never been incorporated, but it is a successful and profitable business. The increased prevalence of cardiovascular disease, and advances in treatments mean that the market for cardio devices is predicted to expand globally by millions of dollars. The business has been valued at 2.5 million including goodwill.

The business is run from a small industrial unit on the outskirts of Southampton, where they have set up a small laboratory and manufacturing facilities. The premises have recently been valued at 600,000. As well as its premises, it has some valuable intellectual property rights, including a portfolio of patents over some of the devices which it has developed.

In 2016, KR developed and patented a new type of internal monitoring device for tracking heart rhythms in patients who have suffered from heart failure, the "Kardiowatch". This is its best-known product, and highly regarded within the field. Although 50% smaller than existing devices, the Kardiowatch is recognised as being more reliable than many devices on the market. It is responsible for 23% of KR's turnover.

The team is currently working on a new development for ventricular assist devices ("VADs"), mechanical pumps which are used to support heart function and blood flow in patients with weakened hearts. Joshua and Lexi see this current project as crucial to the future success of the business. The improved VAD will be patentable once a prototype has been developed, but, as yet, it has not reached this stage, and further funds are needed to complete the research. The project is not without risk, as the value of the device to the business will depend on its patentability. However, if it is successful, it could revolutionise the business, as well as its profits.

Joshua has had a meeting with your supervising solicitor to discuss a possible sale of the business. They have been approached by a manufacturer of medical devices, Sysmed Ltd ("Sysmed"), with a view to entering into negotiations to purchase the assets of the business

1. What are the key provisions that would normally be included in a confidentiality agreement to protect information of this sort?
2. The effectiveness of confidentiality agreements in protecting commercially sensitive information?
3. Any practical advice that might be relevant?

P.S. NO NEED TO COVER LAW OF CONFIDENCE!