Non-Disclosure Agreement

Non-disclosure agreements (NDAs) are one of the most common kinds of commercial contract. They are used by businesses in a wide variety of different circumstances, whenever a business wants to protection the confidentiality of information disclosed to another person. For example, NDAs may be used when two companies are negotiating a joint venture, in connection with the sale or acquisition of a company or business, or in relation to the disclosure of an invention, artistic work, software program or business idea.

This pack of templates includes four different NDAs:

• Non-Disclosure Agreement (unilateral, standard-form);
• Non-Disclosure Agreement (unilateral, long-form);
• Non-Disclosure Agreement (mutual, standard-form); and
• Non-Disclosure Agreement (mutual, long-form).

A unilateral NDA should be used where one person or company is disclosing confidential information to another; whilst a mutual NDA should be used where there are two persons or companies, and each is disclosing confidential information to the other.

The NDA templates are between 6 and 9 pages long. The individual documents come in Word (.docx) format, although they are supplied as a compressed (.zip) file. The file will be downloadable from our website immediately following your purchase.

A range of resources relating to non-disclosure agreements and the laws of confidence are available here: non-disclosure resources.

(1) Definitions:

What special terms are used? In particular, what confidentiality information is protected?

(2) Term:

When does the contract start and end?

(3) First Party's confidentiality obligations:

What confidentiality undertakings does the first party give? What disclosures are permitted? What general exceptions apply to the first party confidentiality obligations? What happens to the confidential information upon termination? How long do confidentiality obligations extend following termination?

(4) First Party's publicity obligations:

Are public disclosures relating to the arrangements prohibited?  Are there any exceptions to those prohibitions? Long-form documents only.

(5) Second Party's confidentiality obligations:

What confidentiality undertakings does the second party give? What disclosures are permitted? What general exceptions apply to the second party confidentiality obligations? What happens to the confidential information upon termination? How long do confidentiality obligations extend following termination? Mutual documents only.

(6) Second Party's publicity obligations:

Are public disclosures relating to the arrangements prohibited?  Are there any exceptions to those prohibitions? Long-form mutual document only.

(7) Intellectual property rights:

No IPR is assigned by the agreement. Is any licence of copyright in the confidential information granted to the recipient party? Long-form documents only.

(8) Warranties:

Warranties of authority and exclusions of implied warranties and representations. 

(9) Indemnities:

Do the parties give express indemnities with respect to losses arising out of a breach of the confidentiality obligations? Long-form documents only.

(10) Termination:

How and when can the contract be terminated?

(11) Effects of termination:

What rights and obligations will survive the termination of the contract?

(12) General:

Boilerplate provisions, including provisions relating to waiver, severability, variation, assignment, third party rights; caveats to limits of liability, entire agreement, governing law and jurisdiction.

(13) Interpretation

Long-form documents only.

How is confidential information defined in the NDA documents?

A flexible definition is used, that can cover specified categories of information (e.g. "the information contained in document x") as well as more generic classes (e.g. "the information disclosed by the first party to the second party that is marked or described as confidential").

What's the difference between an NDA and a confidentiality agreement?

Nothing, necessarily.

What confidentiality restrictions are included?

The suggested provisions include restrictions relating to the disclosure of the information, an obligation to act in good faith in relation to the information, and an obligation to take measures to secure the information from unauthorized disclosure. Certain exceptions are also suggested, such as disclosure to insurers/advisers and disclosures mandated by law.

Can't find the answer to your question? Then please ask.