Free Non-Disclosure Agreement Template

Non-Disclosure Agreement (Mutual)

Date: [Date]

Parties:

(1) [Insert your company/business name], a [company incorporated in England and Wales] under company number [Company Number], whose registered office is at [Registered Address] ("Party A"); and

(2) [Party B Full Legal Name], a [company incorporated in England and Wales] under company number [Company Number], whose registered office is at [Registered Address] ("Party B"),

together referred to as the "Parties" and each a "Party".

1. Definitions and interpretation

1.1 In this Agreement, except where the context otherwise requires, the following expressions have the following meanings:

1.2 "Authorised Persons" means, in relation to a Party, its employees, officers, directors, agents, professional advisers, and sub-contractors who have a need to know the Confidential Information for the Purpose and who are bound by obligations of confidentiality no less onerous than those set out in this Agreement.

1.3 "Confidential Information" has the meaning given in clause 2.

1.4 "Disclosing Party" means a Party which discloses or makes available Confidential Information to the other Party.

1.5 "Purpose" means [description of the purpose for which Confidential Information is to be disclosed, e.g., evaluating a potential business relationship / collaboration / transaction between the Parties].

1.6 "Receiving Party" means a Party which receives Confidential Information from the other Party.

1.7 References to clauses are to the clauses of this Agreement. The headings in this Agreement are for convenience only and shall not affect its interpretation.

2. Confidential Information

2.1 "Confidential Information" means all information of a confidential nature disclosed by or on behalf of a Disclosing Party to the Receiving Party (whether disclosed in writing, orally, visually, electronically, or by any other means, and whether directly or indirectly), including but not limited to:

(a) trade secrets, know-how, inventions, processes, techniques, algorithms, and formulae;

(b) business plans, financial information, marketing strategies, customer lists, and pricing information;

(c) technical information, designs, drawings, specifications, software, data, and research;

(d) information relating to personnel, suppliers, and business relationships; and

(e) any information that is marked as "confidential" or which a reasonable person would consider to be confidential given the nature of the information and the circumstances of disclosure.

2.2 Confidential Information does not include information that:

(a) is or becomes publicly available otherwise than through breach of this Agreement;

(b) was known to the Receiving Party before disclosure by the Disclosing Party, as evidenced by written records;

(c) is lawfully received from a third party without restriction on disclosure and without breach of any obligation of confidentiality;

(d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party, as evidenced by written records; or

(e) is required to be disclosed by law, regulation, or order of a competent court or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent permitted by law) and reasonable assistance in resisting or limiting such disclosure.

3. Obligations of the Receiving Party

3.1 The Receiving Party shall:

(a) keep the Confidential Information strictly confidential;

(b) not disclose the Confidential Information to any person other than its Authorised Persons;

(c) use the Confidential Information solely for the Purpose and not for any other purpose;

(d) apply the same degree of care and protection to the Confidential Information as it applies to its own confidential information of a similar nature, and in any event no less than a reasonable degree of care;

(e) not copy or reproduce the Confidential Information except as reasonably necessary for the Purpose; and

(f) keep a written record of all copies made of the Confidential Information and their location.

3.2 The Receiving Party shall ensure that its Authorised Persons are made aware of and comply with the obligations of confidentiality under this Agreement before any Confidential Information is disclosed to them.

3.3 The Receiving Party shall be responsible for any breach of the terms of this Agreement by its Authorised Persons.

4. Permitted disclosures

4.1 The Receiving Party may disclose Confidential Information:

(a) to its Authorised Persons to the extent necessary for the Purpose;

(b) to the extent required by applicable law, regulation, or order of a competent court or governmental authority, provided that the Receiving Party (to the extent permitted by law) gives the Disclosing Party prompt written notice of such requirement prior to disclosure, consults with the Disclosing Party regarding the form and content of such disclosure, and takes all reasonable steps to limit the scope of such disclosure; and

(c) with the prior written consent of the Disclosing Party.

5. Return and destruction of information

5.1 Upon the written request of the Disclosing Party, or upon termination or expiry of this Agreement, the Receiving Party shall promptly:

(a) return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information;

(b) destroy all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information that are in electronic form and not capable of being returned; and

(c) certify in writing to the Disclosing Party that it has complied with the requirements of this clause 5.

5.2 Notwithstanding clause 5.1, the Receiving Party may retain copies of Confidential Information to the extent required by applicable law or regulation, or by any competent judicial, governmental, supervisory, or regulatory body, provided that the obligations of confidentiality under this Agreement shall continue to apply to any such retained Confidential Information.

6. Intellectual property

6.1 Nothing in this Agreement shall operate to transfer or grant to the Receiving Party any rights in or to the Disclosing Party's Confidential Information, intellectual property rights, or other proprietary rights.

6.2 All Confidential Information shall remain the property of the Disclosing Party or its licensors.

7. Term and duration of obligations

7.1 This Agreement shall come into force on the date first set out above and shall continue in force for a period of [number] [months / years] from that date, unless terminated earlier in accordance with this clause 7 (the "Term").

7.2 Either Party may terminate this Agreement at any time by giving [number] [days' / months'] written notice to the other Party.

7.3 The obligations of confidentiality set out in this Agreement shall survive termination or expiry of this Agreement and shall continue in force for a period of [number] years from the date of termination or expiry, or for so long as the Confidential Information remains confidential, whichever is the longer period.

8. Remedies

8.1 Each Party acknowledges that damages alone may not be an adequate remedy for breach of the obligations of confidentiality under this Agreement and that the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance, and other equitable relief for any threatened or actual breach of this Agreement, without the need to prove actual damages or to post any bond or other security.

8.2 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

9. No licence or warranty

9.1 No licence is hereby granted, directly or indirectly, under any patent, copyright, trade secret, or other intellectual property right by either Party to the other.

9.2 All Confidential Information is provided "as is". The Disclosing Party makes no warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of any Confidential Information disclosed under this Agreement.

10. No obligation to disclose or continue discussions

10.1 Nothing in this Agreement shall oblige either Party to disclose any Confidential Information to the other Party.

10.2 Nothing in this Agreement shall oblige either Party to enter into any further agreement or continue any discussions or negotiations relating to the Purpose.

10.3 Neither Party shall be liable to the other Party for any failure to disclose Confidential Information or for any decision not to proceed with the Purpose or any transaction connected with it.

11. No waiver

11.1 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12. Entire agreement

12.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

13. Variation

13.1 No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties.

14. Severability

14.1 If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remaining provisions of this Agreement.

15. Third party rights

15.1 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16. Notices

16.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service to the registered office of that Party, or sent by email to the following addresses:

Party A: [Email Address]

Party B: [Email Address]

17. Law and jurisdiction

17.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of [England and Wales].

17.2 Each Party irrevocably agrees that the courts of [England and Wales] shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

Signatures

Signed for and on behalf of [Insert your company/business name]:

Signature: ___________________________

Name: [Signatory Name]

Title: [Signatory Title]

Date: [Date]

Signed for and on behalf of [Party B Full Legal Name]:

Signature: ___________________________

Name: [Signatory Name]

Title: [Signatory Title]

Date: [Date]

This document was created using a free template from SEQ Legal.