A neutral, two-way confidentiality agreement under which each party may disclose confidential information to the other and both owe duties of confidentiality, governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - Use a mutual NDA where both sides will share confidential information (for example, when exploring a partnership). If only one side discloses, a one-way NDA is more appropriate. - Define the Purpose narrowly (clause 1), the receiving party may only use the information for that purpose. - Have a solicitor review before use for anything high-value or sensitive.
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THIS AGREEMENT is made on [DATE]
BETWEEN (1) [PARTY A NAME] of [ADDRESS] ; and (2) [PARTY B NAME] of [ADDRESS] (each a "Party", and as discloser the "Disclosing Party" and as recipient the "Receiving Party").
Agreed terms
1. Purpose. The parties wish to exchange confidential information to evaluate and pursue [DESCRIBE, e.g. a potential business relationship] (the "Purpose").
2. Confidential Information. "Confidential Information" means any non-public information disclosed by one Party to the other, in any form, that is marked or would reasonably be understood to be confidential, including business, financial, technical and customer information.
3. Obligations. Each Receiving Party will: (a) keep the Disclosing Party's Confidential Information secret; (b) use it only for the Purpose; (c) disclose it only to those of its officers, employees and advisers who need to know it for the Purpose and who are bound by equivalent confidentiality; and (d) protect it with at least reasonable care.
4. Exclusions. Confidential Information does not include information that: (a) is or becomes public other than through breach of this Agreement; (b) the Receiving Party already lawfully held without restriction; (c) is lawfully received from a third party free to disclose it; or (d) is independently developed without using the Confidential Information.
5. Permitted disclosure. A Receiving Party may disclose Confidential Information to the extent required by law, a court or a regulator, giving the Disclosing Party reasonable prior notice where lawful. Nothing in this Agreement prevents either party from making a protected disclosure within the meaning of the Employment Rights Act 1996, reporting a suspected crime, fraud or regulatory breach to the police or a relevant regulator, or seeking independent legal advice; prior notice need not be given where it would be unlawful or would defeat the purpose of the disclosure.
6. No licence. Nothing in this Agreement transfers any intellectual property or grants any licence beyond what is needed for the Purpose.
7. Return or destruction. On request or when the Purpose ends, each Receiving Party will return or destroy the other's Confidential Information, subject to any legal retention requirement.
8. Duration. The confidentiality obligations continue for [NUMBER] years from disclosure [or: indefinitely for trade secrets].
9. Remedies. The parties acknowledge that damages may not be an adequate remedy for breach, and that injunctive relief may be sought.
10. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed by [PARTY A NAME]: __________________ Date: [DATE]
Signed by [PARTY B NAME]: __________________ Date: [DATE]
--- This template is a starting point and not legal advice. Have a qualified solicitor review and adapt it before use. Governing law: England & Wales.