Non Disclosure Non Circumvention Agreement for the United Kingdom

Non Disclosure Non Circumvention Agreement Template for England and Wales

A Non-Disclosure Non-Circumvention Agreement under English and Welsh law is a legal document that combines confidentiality obligations with anti-circumvention provisions. It protects both confidential information and business relationships, preventing parties from bypassing each other in business dealings. The agreement is particularly relevant in commercial transactions, joint ventures, and business introductions where sensitive information is shared and business relationships need protection. Under English law, these agreements are enforceable through both common law and statutory provisions, including the Trade Secrets Regulations 2018.

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What is a Non Disclosure Non Circumvention Agreement?

The Non Disclosure Non Circumvention Agreement is essential in modern business transactions where parties need to share sensitive information while protecting their business relationships. This document, governed by English and Welsh law, serves a dual purpose: it safeguards confidential information from unauthorized disclosure and prevents parties from circumventing each other to gain direct access to business opportunities, contacts, or relationships. It's particularly crucial in scenarios involving business introductions, joint ventures, or when exploring potential business relationships where valuable connections and proprietary information need protection.

What sections should be included in a Non Disclosure Non Circumvention Agreement?

1. Parties: Identification and details of all parties to the agreement

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Confidentiality Obligations: Core confidentiality commitments and restrictions

5. Non-Circumvention Obligations: Restrictions on bypassing or competing with the disclosing party

6. Term and Termination: Duration of agreement and termination provisions

7. Return of Confidential Information: Procedures for returning or destroying confidential information

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

1. Permitted Disclosures: Exceptions to confidentiality obligations, used when specific exceptions needed

2. Data Protection: Include when personal data processing is involved

3. Intellectual Property Rights: Include when IP rights are specifically relevant

4. Non-Solicitation: Include when protection against poaching employees/clients is needed

What schedules should be included in a Non Disclosure Non Circumvention Agreement?

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

2. Permitted Purpose: Specific purposes for which confidential information may be used

3. Authorized Representatives: List of individuals authorized to receive 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

Trade Secrets (Enforcement, etc.) Regulations 2018: Key legislation implementing the EU Trade Secrets Directive that defines trade secrets, their protection, and outlines remedies for breach. Essential for protecting confidential information in NDAs.

Contract Law Principles: Common law principles governing contract formation, including consideration requirements, capacity to contract, and intention to create legal relations. Forms the fundamental basis for the agreement's enforceability.

Confidentiality Law: Common law principles of breach of confidence, including equitable duty of confidence and requirements established in Coco v Clark [1969]. Essential for enforcing confidentiality obligations.

Data Protection Act 2018 and UK GDPR: Legislation governing the processing of personal data, including data protection principles and data subject rights. Relevant when confidential information includes personal data.

Intellectual Property Laws: Including Copyright, Designs and Patents Act 1988, Trade Marks Act 1994, and Patents Act 1977. Relevant for protecting IP rights disclosed under the agreement.

Competition Law: Competition Act 1998 and Enterprise Act 2002, governing restrictions on anti-competitive practices. Ensures non-circumvention provisions don't violate competition regulations.

Limitations Act 1980: Establishes time limits for bringing claims and enforcement periods. Important for determining the duration of confidentiality obligations and enforcement rights.

Human Rights Act 1998: Balances right to freedom of expression with confidentiality obligations. Ensures agreement provisions are compatible with human rights legislation.

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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