Confidentiality and Non-Disclosure Agreement Template (Two Party)

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 an NDA or a Confidentiality Agreement) is designed for use in situations where both parties will be disclosing confidential information to one another for certain stated purposes. An alternative Non-Disclosure Agreement template is available for situations in which only one party is disclosing confidential information.

This document has been updated to include new optional provisions dealing with personal data in accordance with the GDPR (and, subsequently, the Data Protection Act 2018). The first is designed to cover personal data sharing (controller-to-controller) and the second, personal data processing (controller-to-processor). Additional improvements include new, tighter restrictions on the permitted use of confidential information, more detailed provisions on “permitted disclosure” to Representatives (e.g. employees, contractors etc.) and new enforcement and indemnity provisions designed to offer improved protection and redress.

The provisions of this NDA carefully regulate the parties’ use of the confidential information and further ensure that each party obtains similar undertakings of confidentiality and non-disclosure from all relevant employees and third parties 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
2. Confidential Information
3. Receiving Parties’ Confidentiality Obligations
4. Storage of Confidential Information
5. Permitted Disclosure
6. Mandatory Disclosure
7. [Disclosure of Personal Data – Personal Data Sharing]
8. [Disclosure of Personal Data – Personal Data Processing]
9. Proprietary Rights
10. Exceptions to Non-Disclosure and Confidentiality
11. Term
12. Enforcement and Indemnity
13. No Further Obligation
14. No Partnership or Agency
15. Non-Assignment of Agreement
16. Entire Agreement
17. Variation
18. No Waiver
19. Severance
20. Communication
21. Third Party Rights
22. Law and Jurisdiction

And the following Schedules:
1. The Confidential Information
2. The Stated Purposes
3. [Personal Data [Sharing] OR [Processing]]

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.