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 Non-Disclosure Agreement (also known as a Confidentiality Agreement or simply as an “NDA”) is designed for use in situations where one party wishes to
disclose confidential information to another party for certain stated purposes. An alternative NDA is available for situations in which both parties are
disclosing and receiving confidential information.
Recently updated, this NDA now includes new provisions designed to make it more effective than ever before, making things not only tighter but also
clearer. Specific attention is now given to data security – whether for hardcopy files or electronic – and provision is also made for situations in which
personal data (as defined by the Data Protection Act 1998) is incorporated in the confidential information. Further improvements can be found in the area
of liability and indemnity, the provisions for which have now been made clearer.
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 (e.g. sub-contractors) prior to the information being
disclosed to it.
The confidential information and the purposes for which it may be used should be described 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.
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 Template contains the following clauses:
1. Definitions and Interpretation
3. Storage of Confidential Information
4. Employee Undertakings
5. Third Party Disclosure and Undertakings
6. Proprietary Rights
7. Exceptions to Non-Disclosure and Confidentiality
9. Enforcement and Indemnity
10. Exclusion and Limitation of Liability
11. Non-Assignment of Agreement
13. No Waiver
15. Entire Agreement
16. Third Party Rights
18. Law and Jurisdiction
and the following schedules:
1. The Confidential Information
2. The Stated Purposes
3. [Receiving Party’s Data Protection Policy]
This NDA is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
Once you have purchased access to the appropriate document folder click on the “Download Document” link below. You will be asked what you want to do with
the file. It is recommended that you save the document to a location of your choice prior to viewing.