Businesses may exchange proprietary and sensitive information for many different reasons. It will often be the case that the party which has developed and owns that information will seek to keep it secret, allowing the recipient to use that information for limited purposes and prohibiting further disclosure.
This template has been recently updated to incorporate new standard contractual clauses ("boilerplate clauses") which provide greater clarity and legal certainty. New termination provisions have also been added, providing for further options in the event of breach, insolvency, change of ownership and similar circumstances. Finally, a comprehensive new dispute resolution clause has been included, which offers a range of new options for resolving disputes between the parties that should be considered before court action. Dispute resolution options include good faith negotiations, an agreed ADR procedure, and arbitration. Suitable legal advice should always be sought in the event of a contractual dispute.
This Non-Disclosure Agreement (also known as a Confidentiality Agreement) is designed for use in situations where one party wishes to disclose confidential information to another party for certain stated purposes. An alternative Non-Disclosure Agreement is available for situations in which both parties are disclosing and receiving confidential information.
The terms of this agreement carefully regulate the recipient’s use of the confidential information and further ensure that the recipient obtains similar undertakings of confidentiality and non-disclosure from all relevant employees and third parties prior to the information being disclosed to it.
Strong protection is provided to the owner of the information by way of a detailed enforcement clause which provides for a broad range of remedies including equitable remedies such as injunctions, and an indemnity whereby the recipient of the information must indemnify the owner of the information for any and all losses incurred by any breach of the agreement by the recipient.
The confidential information and the purposes for which it may be used should be described in precise detail in the two schedules provided so as to ensure that both parties to the agreement know exactly what information is confidential and how that information may (and may not) be used. The importance of clarity and detail cannot be overemphasised in this regard.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
This Non-Disclosure Agreement contains the following sections:
1. Definitions and Interpretation
3. Employee Undertakings
4. Third Party Disclosure and Undertakings
5. Proprietary Rights
6. Exceptions to Non-Disclosure and Confidentiality
7. Term and Termination
8. Effects of termination
9. Enforcement and Indemnity
10. Limitation of Liability
11. Non-Assignment of Agreement
13. Force Majeure
14. Further Assurance
16. Relationship of the Parties
17. Third Party Rights
18. Entire Agreement
20. Dispute Resolution
21. Law and Jurisdiction
and the following schedules:
1. The Confidential Information
2. The Stated Purposes
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