Disclosure Agreement Template

Disclosure Agreement

BS.NDA.03

Business 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. In certain cases, the recipient of that information may need to pass some or all of it on to a third party in order to fulfil their responsibilities under the transaction.

This document has been recently updated to incorporate new standard contractual clauses ("boilerplate clauses") which provide greater clarity and legal certainty.  Furthermore, 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 Disclosure Agreement is designed for use in situations where the recipient of confidential information needs to disclose some or all of that information to a third party. The original disclosing party should use this agreement to grant permission for that information to be further disclosed.

This template is designed to be used in conjunction with either of the other standard Non-Disclosure Agreements available in this subfolder. The names of the parties in this agreement are derived from those used in the original Non-Disclosure Agreement or “main agreement”. The “disclosing party”, therefore, is the party who owns the information (i.e. the first party). The “receiving party” is the party to whom the information has been disclosed (i.e. the second party) and, in this agreement, that second party is obtaining the first party’s permission to pass the information (or some of it) on to a third party (referred to in this agreement as “the third party recipient”).

The provisions of this document require that the recipient should enter into a further Non-Disclosure Agreement with the third party recipient. It is recommended that our single-party Non-Disclosure Agreement (BS.NDA.01) is used. An optional phrase and associated Schedule are included to allow for the inclusion of this template agreement as a schedule.

Under the terms of this template, only the agreed information may be disclosed to the third party. If further parts of the original confidential information are to be disclosed, it is best to repeat the process covered by this agreement. All information disclosed is thus protected by undertakings of confidentiality and is clearly documented in the schedules to the various agreements thus making it easier to keep track of.

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 Disclosure Agreement contains the following sections:

1. Definitions and Interpretation
2. Disclosure
3. Proprietary Rights
4. Warranty and Indemnity
5. Non-Assignment of Agreement
6. Communication
7. Force Majeure
8. Further Assurance
9. Costs
10. Relationship of the Parties
11. Severance
12. Dispute Resolution
13. Law and Jurisdiction

and the following Schedules:

1. The Confidential Information
2. The Stated Purposes
3. Third Party Disclosure
4. [Non-Disclosure Agreement / Confidentiality Undertaking Template]

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