Information Technology Non Disclosure Agreement for the United Kingdom

Information Technology Non Disclosure Agreement Template for England and Wales

This Information Technology Non-Disclosure Agreement (NDA) is a legally binding document governed by the laws of England and Wales, designed to protect confidential information shared during technology-related business relationships. It specifically addresses IT-related intellectual property, trade secrets, source code, technical specifications, and associated confidential information. The agreement includes provisions for data protection compliance under UK GDPR and specific measures for protecting technical information.

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What is a Information Technology Non Disclosure Agreement?

The Information Technology Non Disclosure Agreement is essential when parties need to share sensitive technical information, source code, system specifications, or other confidential IT-related data. This agreement, governed by English and Welsh law, is particularly relevant for software development projects, IT consulting engagements, technology partnerships, and system integration projects. It includes specific provisions for protecting technical information while ensuring compliance with UK data protection regulations and IT industry standards.

What sections should be included in a Information Technology Non Disclosure Agreement?

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context of the agreement and purpose of information sharing

3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared

6. Return or Destruction of Information: Obligations regarding confidential information upon termination

7. Term and Survival: Duration of agreement and surviving obligations

What sections are optional to include in a Information Technology Non Disclosure Agreement?

1. Data Protection: Additional provisions for compliance with UK GDPR and Data Protection Act when personal data is involved

2. Source Code Protection: Specific provisions for protecting software code and related intellectual property

3. Information Security Requirements: Technical and organizational security measures required for protecting confidential information

What schedules should be included in a Information Technology Non Disclosure Agreement?

1. Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Security Requirements: Specific technical and organizational security measures required for information protection

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Industries

UK Data Protection Act 2018: Primary UK data protection legislation that works alongside UK GDPR, controlling how personal information is used by organizations and businesses

UK General Data Protection Regulation (UK GDPR): Post-Brexit data protection regulation defining how personal data must be handled, processed, and protected

Trade Secrets (Enforcement, etc.) Regulations 2018: Legislation providing specific protection for trade secrets and confidential business information

Copyright, Designs and Patents Act 1988: Protects intellectual property rights including software, code, and IT-related creative works

Computer Misuse Act 1990: Criminalizes unauthorized access to computer systems and data, relevant for NDAs covering IT systems access

Law of Confidence: Common law principle protecting confidential information and defining obligations in confidential relationships

Contract Law Principles: Fundamental principles governing contract formation including offer, acceptance, consideration, and intention to create legal relations

Principles of Equity: Legal principles providing remedies for breach of confidence and protection of confidential information

Privacy and Electronic Communications Regulations (PECR): Specific rules for electronic communications, relevant for IT-related confidential information transmitted electronically

Network and Information Systems Regulations 2018: Legislation concerning network and information systems security, relevant for IT infrastructure protection

Electronic Communications Act 2000: Legislation governing electronic signatures and electronic communications, relevant for NDA execution

ISO/IEC 27001: International standard for information security management, providing framework for protecting confidential information

Cyber Essentials: UK government-backed certification scheme providing guidelines for basic cyber security measures

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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