Non Disclosure Agreement Due Diligence for the United Kingdom

Non Disclosure Agreement Due Diligence Template for England and Wales

A legally binding agreement governed by the laws of England and Wales, designed to protect confidential information shared during a due diligence process. The agreement establishes obligations for handling sensitive business information, including its use, storage, and eventual return or destruction. It incorporates key provisions from UK data protection legislation, trade secrets regulations, and common law principles of confidentiality.

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What is a Non Disclosure Agreement Due Diligence?

The Non Disclosure Agreement Due Diligence is essential for transactions involving sensitive business information review under English and Welsh law. It is commonly used in mergers, acquisitions, investments, or strategic partnerships where one party needs to examine confidential aspects of another's business. The agreement ensures that sensitive information shared during due diligence remains protected, establishing clear parameters for its use, handling, and disposal. It typically covers financial data, trade secrets, customer information, intellectual property, and other proprietary information.

What sections should be included in a Non Disclosure Agreement Due Diligence?

1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company numbers

2. Background: Context of the due diligence process and purpose of information sharing

3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives, and other relevant defined terms

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information, including standard of care

5. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives or required by law

6. Return or Destruction of Information: Obligations regarding confidential information after completion or termination of the due diligence process

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

What sections are optional to include in a Non Disclosure Agreement Due Diligence?

1. Data Protection Compliance: Specific provisions for compliance with UK GDPR and Data Protection Act 2018 when personal data will be shared

2. Inside Information: Specific provisions for handling market-sensitive information in cases involving listed companies

3. Non-Solicitation: Restrictions on approaching employees, customers, or suppliers learned about during due diligence

What schedules should be included in a Non Disclosure Agreement Due Diligence?

1. Schedule 1 - Description of Due Diligence Information: Detailed list or categories of information types to be disclosed during the due diligence process

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive and handle the confidential information

3. Schedule 3 - Data Processing Terms: Detailed data protection obligations and requirements where personal data processing is involved

4. Schedule 4 - Security Requirements: Specific security measures and protocols required for protecting the confidential information

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 GDPR and Data Protection Act 2018: Primary legislation governing the processing and protection of personal data in the UK, including requirements for data sharing and confidentiality obligations

Trade Secrets (Enforcement, etc.) Regulations 2018: Legislation protecting confidential business information that provides commercial advantage, including remedies for misuse of trade secrets

Common Law Contract Principles: Fundamental principles governing contract formation, interpretation, and enforcement under English law, including consideration, intention to create legal relations, and certainty of terms

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, particularly relevant for limitation of liability clauses in NDAs

Competition Act 1998: Legislation ensuring that confidentiality provisions do not inadvertently create anti-competitive effects or market restrictions

Copyright, Designs and Patents Act 1988: Protection of intellectual property rights that may be disclosed during due diligence, including provisions for confidential information

Financial Services and Markets Act 2000: Regulatory framework for financial services, including provisions on insider dealing and market abuse relevant to confidential information in financial sector due diligence

Employment Rights Act 1996: Employment law considerations when NDAs involve employees or workers, including whistleblowing protections

Common Law Duty of Confidentiality: Legal principle establishing the basic obligation to maintain confidentiality of information shared in circumstances implying confidence

Misrepresentation Act 1967: Legislation governing false or misleading statements that might be made during information exchange, relevant for due diligence disclosures

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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