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Non-disclosure agreement (NDA) template

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Our NDA template streamlines the process of protecting sensitive information, ensuring legal compliance and safeguarding your interests.

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What is a Non-disclosure agreement (NDA)?

A Non-Disclosure Agreement (NDA) is a legal contract designed to protect sensitive information from being shared with unauthorised parties. It establishes confidentiality between parties involved in various business relationships, preventing the disclosure of proprietary data, trade secrets, or confidential information. NDAs are essential tools to safeguard intellectual property, foster trust, and maintain the security of sensitive business dealings.

What are the best practice implementation milestones / timescales?

Step Description Responsibility Timing
1 Identify the need for sharing sensitive information and potential risks. HR Team Before initiating discussions
2 Draft the Non-Disclosure Agreement (NDA) outlining terms, scope, and obligations. HR Team As needed
3 Share the NDA with the other party for review and negotiation. HR Team Before sharing confidential information
4 Review and finalise the NDA based on negotiations. HR Team Before sharing confidential information
5 Sign and execute the NDA with all parties involved. HR/Management rep, other parties Before sharing confidential information

 

Non-disclosure agreement (NDA) template
non-disclosure agreement (nda) template

What legal and best practice aspects should employers be aware of?

The following key UK employment legislations support the use of NDAs:

  • Equality Act 2010: Ensures that NDAs do not prevent individuals from reporting discrimination or harassment incidents to relevant authorities.

  • Data Protection Act 2018 (GDPR): Requires organisations to handle personal data responsibly and securely, even within the context of NDAs.

  • Public Interest Disclosure Act 1998 (Whistleblower Protection): Provides protection to whistleblowers who disclose information in the public interest, even if it is covered by an NDA.

  • Employment Rights Act 1996: Sets out various employment rights and protections, ensuring that the terms of NDAs do not undermine employees' statutory rights.

  • Common Law Duty of Confidentiality: Reinforces the principle that employees owe a duty of confidentiality to their employers, which can be enforced through NDAs.

These legislations ensure that NDAs are used fairly and ethically, preventing them from being used to conceal wrongdoing or to intimidate individuals from exercising their rights.

Non-disclosure agreement (NDA)


This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [insert date] by and between [insert name of disclosing party] ("Disclosing Party"), a company incorporated under the laws of England and Wales with its principal place of business at [insert address], and [insert name of receiving party] ("Receiving Party"), a company incorporated under the laws of England and Wales with its principal place of business at [insert address].

WHEREAS, Disclosing Party possesses certain confidential and proprietary information, including but not limited to [insert examples of confidential information], which it desires to disclose to Receiving Party for the sole purpose of [insert purpose of disclosing confidential information]; and

WHEREAS, the parties desire to protect the confidentiality of such information.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

  1. Definition of Confidential Information. "Confidential Information" means any and all non-public information disclosed by Disclosing Party to Receiving Party, whether in writing, orally, or by any other means, including, but not limited to, trade secrets, business plans, financial information, marketing plans, customer lists, and any other information identified by Disclosing Party as being confidential.

  2. Non-Disclosure and Non-Use Obligations. Receiving Party agrees to maintain the confidentiality of the Confidential Information and not to use the Confidential Information for any purpose other than [insert purpose of disclosing confidential information]. Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential and proprietary information, but in no event less than reasonable care.

  3. Permitted Disclosures. Receiving Party may disclose Confidential Information to its employees, agents, and contractors who need to know such information for the purpose of fulfilling Receiving Party's obligations under this Agreement, provided that such employees, agents, and contractors are subject to obligations of confidentiality and non-use substantially similar to those set forth in this Agreement. Receiving Party may also disclose Confidential Information as required by law, provided that Receiving Party provides Disclosing Party with prior written notice of such requirement and cooperates with Disclosing Party in seeking confidential treatment of such information.

  4. Return of Confidential Information. Upon Disclosing Party's request or termination of this Agreement, Receiving Party shall promptly return all Confidential Information to Disclosing Party or destroy all copies of the Confidential Information and certify in writing that such destruction has been completed.

  5. Remedies. Receiving Party acknowledges that the Confidential Information is of great value to Disclosing Party and that any breach of this Agreement by Receiving Party may cause irreparable harm to Disclosing Party. Therefore, in addition to any other remedies available at law or in equity, Disclosing Party shall be entitled to injunctive relief to enforce the provisions of this Agreement without the necessity of proving actual damages.

  6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

  7. Jurisdiction. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

  8. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral.

  9. Amendment and Waiver. This Agreement may not be amended or waived except in writing signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Insert name of Disclosing Party]

By: _______________________________ Name: _____________________________ Title: __________________

[Insert name of Receiving Party]

By: _______________________________ Name: _____________________________ Title: ______________________________

Direction

The Non-disclosure agreement (NDA) template is issued by an employer
Employer
Issue path
The Non-disclosure agreement (NDA) template is issued to an employee
Employee

Timing

Before sharing sensitive / confidential information.

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