A neutral-form two-party mutual non-disclosure agreement for a specific transaction (for example, a sale, investment or commercial deal). Both parties disclose and receive confidential information, and each is bound to protect the other's. Governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - Use this mutual form where both parties will share confidential information while evaluating or negotiating a transaction. - Tie the Purpose tightly to the specific transaction, information must only be used to evaluate/progress that deal. - Have a solicitor review before use.
---
THIS MUTUAL CONFIDENTIALITY AGREEMENT is made on [DATE]
BETWEEN (1) [PARTY A NAME] of [ADDRESS]; and (2) [PARTY B NAME] of [ADDRESS] (each a "Party" and together the "Parties"). In relation to any item of Confidential Information, the disclosing Party is the "Discloser" and the receiving Party is the "Recipient".
Agreed terms
1. Purpose. The Parties wish to exchange information to evaluate and, if agreed, progress [DESCRIBE THE TRANSACTION, e.g. the proposed sale of / investment in [TARGET]] (the "Transaction" and the "Purpose").
2. Confidential Information. "Confidential Information" means all non-public information disclosed by a Party (in any form) relating to its business or the Transaction, including the fact that discussions are taking place and their terms, whether or not marked confidential.
3. Exclusions. Confidential Information does not include information that: (a) is or becomes public other than through breach; (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. Mutual obligations. Each Party, as Recipient, will: (a) keep the other's Confidential Information secret; (b) use it only for the Purpose; (c) not disclose it except to its officers, employees and professional advisers who need to know it for the Purpose and are bound by equivalent obligations; and (d) protect it with at least reasonable care.
5. Permitted disclosure. A Recipient may disclose to the extent required by law, regulation or a court/regulator (or, for a listed party, by stock-exchange rules), giving the Discloser prior notice where lawful.
6. No licence; return. No intellectual property or licence is granted. On request or if the Transaction does not proceed, each 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 proceed with the Transaction or any other agreement.
8. Term. The obligations continue for [NUMBER] years from the date of this Agreement.
9. Remedies. Each Party acknowledges that damages may not be an adequate remedy and that the other 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 [PARTY A]: __________________ Date: [DATE] Signed for [PARTY B]: __________________ 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.