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Non Disclosure Agreement

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Non disclosure agreements are one of the most common kinds of commercial contract. They are used by businesses in a huge variety of different circumstances, whenever a business wants to protection the confidentiality of information disclosed to another person. For example, non disclosure agreements (NDAs) may be used when two companies are negotiating a joint venture, in connection with the sale or acquisition of a company or business, or in relation to the disclosure of an invention, artistic work, software program or business idea.

This template NDA can be adapted to be either unilateral (i.e. one way) or mutual (i.e. two way). A unilateral NDA should be used where one person or company is disclosing confidential information to another; whilst a mutual NDA should be used where there are two persons or companies, and each is disclosing confidential information to the other.

The key provisions of this non disclosure agreement are:

  • The definitions of confidential information.
  • Confidentiality obligations: what is a party receiving confidential information permitted to do with it? What exceptions are there to those permissions?
  • Termination: how can the parties exit the NDA, and what are the consequences of doing so?

A full listing of the provisions of this document is as follows: (1) Definitions, (2) Term, (3) Company obligations, (4) Customer obligations, (5) Warranties, (6) Termination, (7) General.

The NDA template is 6 pages long. It comes in Word (.doc) format. A link to the template will be automatically emailed to you upon purchase.

A range of resources relating to non disclosure agreements and the laws of confidence are available here: non disclosure resources.

How is confidential information defined in this document?

A flexible definition is used, that can cover specified categories of information (e.g. "the information contained in document x") as well as more generic classes (e.g. "the information disclosed by the first party to the second party that is marked or described as confidential").

What's the difference between an NDA and a confidentiality agreement?

Nothing, necessarily.

What confidentiality restrictions are included?

The suggested provisions include restrictions relating to the disclosure of the information, an obligation to act in good faith in relation to the information, and an obligation to take measures to secure the information from unauthorized disclosure. Certain exceptions are also suggested, such as disclosure to insurers/advisers and disclosures mandated by law.

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