Partnership Non Disclosure Agreement for the United Kingdom

Partnership Non Disclosure Agreement Template for England and Wales

A Partnership Non-Disclosure Agreement under English and Welsh law is a legally binding contract designed to protect confidential information shared between partners in a business partnership. It establishes the terms and conditions for handling sensitive information, defines what constitutes confidential information, and outlines the obligations of all parties involved. The agreement is governed by English and Welsh law, incorporating principles from the Partnership Act 1890 and modern confidentiality regulations.

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What is a Partnership Non Disclosure Agreement?

The Partnership Non-Disclosure Agreement is essential when two or more parties enter into a partnership arrangement requiring the exchange of sensitive information. This document, governed by English and Welsh law, is particularly crucial during partnership formations, joint ventures, or collaborative business arrangements. It defines the scope of confidential information, establishes protection mechanisms, and sets out remedies for breach. The agreement ensures compliance with UK legislation including the Partnership Act 1890 and Trade Secrets Regulations 2018, while providing clear guidelines for information handling and security protocols.

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

1. Parties: Identification of all partnership members and other parties to the NDA

2. Background: Context of the agreement and partnership relationship

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

4. Confidentiality Obligations: Core obligations regarding handling of confidential information

5. Permitted Disclosures: Circumstances under which disclosure is allowed

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

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

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

1. Data Protection: Additional provisions for handling personal data under UK GDPR and Data Protection Act 2018

2. Intellectual Property: Additional provisions for protection of IP rights in confidential information

3. Non-Competition: Additional restrictions on competitive activities between partners

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

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

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

3. Security Procedures: Specific procedures for handling 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

Partnership Act 1890: Primary legislation defining partnerships and partners' rights/obligations. Essential for establishing the partnership context in which the NDA operates.

Trade Secrets (Enforcement, etc.) Regulations 2018: Implements EU Trade Secrets Directive into UK law. Provides statutory framework for protecting trade secrets and defining what constitutes protected confidential information.

Data Protection Act 2018 & UK GDPR: Regulatory framework for handling personal data. Relevant when confidential information includes personal data processing and protection requirements.

Contract Law Common Law Principles: Fundamental principles including offer, acceptance, consideration, intention to create legal relations, and certainty of terms that form the basis of any valid contract.

Faccenda Chicken v Fowler [1987]: Key case law that establishes the different categories of confidential information and their protection levels in employment/business relationships.

Attorney General v Observer Ltd [1990]: Landmark case establishing core principles of confidentiality and breach of confidence in English law.

Coco v A.N. Clark (Engineers) Ltd [1969]: Establishes the three-part test for breach of confidence: information must be confidential, shared in circumstances implying confidence, and unauthorized use causing detriment.

Copyright, Designs and Patents Act 1988: Relevant for protecting intellectual property rights that may be disclosed under the NDA, particularly regarding copyright protected materials.

Trade Marks Act 1994: Relevant when confidential information includes trademark-related information or brand assets.

Competition Act 1998: Ensures NDA provisions do not breach competition law or create anti-competitive restrictions.

Human Rights Act 1998: Provides framework for ensuring NDA restrictions are reasonable and enforceable while respecting fundamental rights.

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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