NDA Confidentiality Agreement Template for England and Wales

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NDA Confidentiality Agreement Template

I need an NDA Confidentiality Agreement Template for a technology partnership between my software company and a potential investor, with specific provisions for protecting source code and customer data, to be effective from March 2025.

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What is a NDA Confidentiality Agreement?

This NDA Confidentiality Agreement Template is designed for use under English and Welsh law when parties need to share sensitive information while ensuring its protection. The template is suitable for various commercial relationships and can be adapted for different sectors and circumstances. It includes essential provisions required by English law regarding confidentiality obligations, permitted disclosures, data protection, and enforcement measures. The agreement is particularly useful in business negotiations, partnerships, employment relationships, and other situations where proprietary or sensitive information needs to be shared.

What sections should be included in a NDA Confidentiality Agreement?

1. Parties: Identifies the disclosing and receiving parties

2. Background: Sets out context and purpose of the agreement

3. Definitions: Defines key terms including 'Confidential Information'

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

5. Permitted Disclosures: Circumstances where disclosure is allowed

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

7. Return of Information: Obligations regarding return/destruction of confidential information

8. Governing Law: Specifies applicable law and jurisdiction

What sections are optional to include in a NDA Confidentiality Agreement?

1. Data Protection: Additional provisions when personal data is involved under Data Protection Act 2018

2. Intellectual Property: Provisions regarding IP rights in confidential information

3. Non-Solicitation: Prevents poaching of employees/customers in commercial relationships

4. Securities Trading: Prevents insider trading when information could affect stock prices

What schedules should be included in a NDA Confidentiality Agreement?

1. Description of Confidential Information: Detailed list/categories of confidential information covered

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

3. Security Requirements: Specific 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

Industries

Data Protection Act 2018: UK's implementation of GDPR, governing how personal data and confidential information must be processed, stored, and protected

Trade Secrets Regulations 2018: Legislation protecting against the unlawful acquisition, use and disclosure of trade secrets, providing legal framework for trade secret protection

Common Law Contract Principles: Fundamental principles of contract law including offer, acceptance, consideration, and intention to create legal relations

Employment Rights Act 1996: Legislation governing employment relationships and rights, relevant when NDAs involve employees or workers

Equality Act 2010: Ensures NDA provisions do not discriminate against protected characteristics and maintain equality principles

Public Interest Disclosure Act 1998: Protects whistleblowers and prevents NDAs from prohibiting disclosure of illegal activities or public interest matters

Competition Act 1998: Ensures confidentiality provisions do not create unfair market restrictions or anti-competitive practices

Doctrine of Consideration: Common law principle requiring exchange of value for contract validity, ensuring NDA has proper consideration

Human Rights Act 1998: Protects fundamental rights including freedom of expression and privacy, which must be balanced in NDAs

Misuse of Private Information Laws: Legal framework protecting against unauthorized use or disclosure of private information, providing remedies for breach

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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