A neutral-form unilateral non-disclosure agreement: one party (the Discloser) shares confidential information with another (the Recipient) for business discussions, and only the Recipient takes on confidentiality obligations. Governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - Use the one-way form where information flows in one direction only. If both sides will share confidential information, use a mutual NDA instead. - Have a solicitor review before use, especially the definition of Confidential Information and the term.
---
THIS CONFIDENTIALITY AGREEMENT is made on [DATE]
BETWEEN (1) [DISCLOSER NAME] of [ADDRESS] (the "Discloser"); and (2) [RECIPIENT NAME] of [ADDRESS] (the "Recipient").
Agreed terms
1. Purpose. The Discloser wishes to disclose certain information to the Recipient for the purpose of [DESCRIBE, e.g. evaluating a possible business relationship] (the "Purpose").
2. Confidential Information. "Confidential Information" means all non-public information disclosed by the Discloser (in any form) relating to its business, including [finances, customers, products, know-how, plans], whether or not marked confidential.
3. Exclusions. Confidential Information does not include information that: (a) is or becomes public other than through breach of this Agreement; (b) the Recipient already lawfully held without obligation; (c) is lawfully received from a third party without obligation; or (d) is independently developed without use of the Confidential Information.
4. Recipient's obligations. The Recipient will: (a) keep the Confidential Information secret; (b) use it only for the Purpose; (c) not disclose it to any third party except to its officers, employees or advisers who need to know it for the Purpose and who are bound by equivalent obligations; and (d) protect it with at least reasonable care.
5. Permitted disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation or a court/regulator, giving the Discloser prior notice where lawful.
6. No licence; return. No intellectual property or licence is granted. On request or on the end of discussions, the Recipient will return or destroy the Confidential Information and copies (subject to legal retention requirements).
7. No obligation to proceed. Nothing obliges either party to enter any further agreement or transaction.
8. Term. The obligations continue for [NUMBER] years from the date of disclosure / from the date of this Agreement.
9. Remedies. The Recipient acknowledges that damages may not be an adequate remedy and that the Discloser may seek injunctive relief.
10. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Signatures
Signed for [DISCLOSER]: __________________ Date: [DATE] Signed for [RECIPIENT]: __________________ 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.