Supplier Non Disclosure Agreement for the United Kingdom

Supplier Non Disclosure Agreement Template for England and Wales

A Supplier Non-Disclosure Agreement under English and Welsh law is a legally binding document that protects confidential information shared between a company and its suppliers. It establishes obligations for handling sensitive information, defines what constitutes confidential information, and sets out remedies for breach. The agreement is governed by English law principles of confidentiality and contract law, incorporating requirements from the Trade Secrets Regulations 2018 and related legislation.

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What is a Supplier Non Disclosure Agreement?

The Supplier Non-Disclosure Agreement is essential when companies need to share sensitive information with their suppliers during business relationships. This document, governed by English and Welsh law, ensures that suppliers maintain strict confidentiality over business secrets, technical information, customer data, and other proprietary information. It's particularly crucial in pre-contract discussions, during tender processes, or when establishing new supplier relationships where sensitive information needs to be shared before finalizing commercial arrangements.

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

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

2. Background: Context of the relationship and purpose of sharing confidential information

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

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

5. Permitted Disclosures: Circumstances under which confidential information can be shared with third parties

6. Term and Survival: Duration of agreement and obligations that survive termination

7. Return of Confidential Information: Obligations regarding return or destruction of confidential information upon termination

8. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

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

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

2. International Transfers: Provisions governing cross-border transfers of confidential information

3. Intellectual Property Rights: Specific provisions protecting IP rights within confidential information

4. Security Requirements: Specific security measures required for protecting confidential information

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

1. Schedule 1 - Description of Confidential Information: Detailed categorization and description of information considered confidential

2. Schedule 2 - Permitted Purpose: Detailed description of allowed uses of confidential information

3. Schedule 3 - Security Requirements: Technical and organizational measures required for information protection

4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive and handle 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

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Three Way NDA

An England & Wales legal agreement for sharing confidential information among three parties in business transactions.

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What is a Supplier Non Disclosure Agreement?

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

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

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

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