Non Disclosure Non Solicitation Agreement Template for England and Wales

A Non Disclosure Non Solicitation Agreement is a comprehensive legal contract that combines confidentiality protection with anti-solicitation provisions, designed to safeguard your business interests during sensitive commercial relationships. This dual-purpose agreement ensures that confidential information remains protected while preventing the other party from poaching your employees, customers, or suppliers.

When do you need this document?

You need this agreement when entering business negotiations with potential partners, investors, or acquirers who require access to sensitive commercial information. It's essential during due diligence processes, joint venture discussions, or when engaging contractors and consultants who will interact with your key stakeholders. The agreement is particularly valuable when sharing financial data, customer lists, pricing strategies, or proprietary processes with external parties. You should also use this document when hiring senior executives who may have access to both confidential information and relationships with key business contacts.

Key legal considerations

The confidentiality provisions must clearly define what constitutes confidential information and specify permitted uses, ensuring compliance with the Trade Secrets Regulations 2018. Non-solicitation clauses require careful drafting to meet the reasonableness test under English law - they must protect legitimate business interests without being overly restrictive. Duration periods must be proportionate, typically ranging from 12 to 24 months for non-solicitation and longer for confidentiality obligations. The agreement should include specific return provisions for confidential information and clear remedies for breach, including injunctive relief. Consider data protection implications under UK GDPR when confidential information includes personal data.

Legal requirements in England and Wales

Under England and Wales law, non-solicitation restrictions must satisfy the restraint of trade doctrine, demonstrating they protect legitimate business interests and are reasonable in scope, duration, and geographic extent. The Trade Secrets (Enforcement, etc.) Regulations 2018 provide statutory protection for trade secrets, requiring information to be secret, have commercial value, and be subject to reasonable protection measures. Employment Rights Act 1996 considerations apply when non-solicitation clauses affect employee relationships or whistleblowing protections. Courts will scrutinise the necessity and proportionality of restrictions, particularly regarding customer and supplier solicitation. Ensure compliance with UK GDPR principles if the agreement covers personal data, including lawful basis requirements and data subject rights.