Unilateral Non Disclosure Agreement for the United Kingdom

Unilateral Non Disclosure Agreement Template for England and Wales

A Unilateral Non-Disclosure Agreement under English and Welsh law is a legally binding document where one party agrees to protect confidential information disclosed by another party. It establishes the terms and conditions for handling sensitive information, including definitions of what constitutes confidential information, permitted uses, duration of confidentiality obligations, and consequences of breach. The agreement is governed by English and Welsh law, providing the framework for enforcement and remedies under this jurisdiction.

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What is a Unilateral Non Disclosure Agreement?

A Unilateral Non-Disclosure Agreement is essential when one party needs to share sensitive business, technical, or proprietary information with another party while maintaining confidentiality. This document, governed by English and Welsh law, is commonly used in business negotiations, potential partnerships, vendor relationships, or employment contexts. It defines the scope of confidential information, establishes clear obligations for the receiving party, and provides legal remedies for unauthorized disclosure. The unilateral nature means only one party (the receiving party) is bound by confidentiality obligations.

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

1. Parties: Identifies the disclosing party and receiving party with full legal details

2. Background: Context of the agreement and purpose of disclosure

3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Term'

4. Obligations of Confidentiality: Core confidentiality obligations and permitted uses

5. Term and Survival: Duration of agreement and surviving obligations

6. Return of Confidential Information: Requirements for returning or destroying confidential information

7. Governing Law and Jurisdiction: Specification of English and Welsh law and courts

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

1. Security Measures: Specific security requirements for protecting information when handling sensitive technical or digital information

2. Permitted Disclosures: Specific circumstances where disclosure is allowed to third parties

3. Non-Solicitation: Prevents poaching of employees or clients when sharing business-sensitive information

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

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

2. Schedule 2: Authorized Representatives: Named individuals authorized to receive confidential information

3. Schedule 3: Security Protocols: Specific security measures required for information handling

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 UK legislation implementing EU Trade Secrets Directive, defining trade secrets and their protection mechanisms. Essential for structuring confidentiality obligations.

Data Protection Act 2018 and UK GDPR: Legislation governing personal data protection and processing. Relevant when confidential information includes personal data elements.

Common Law of Confidentiality: Body of case law establishing fundamental principles of confidentiality, including requirements for confidential information and breach remedies.

Equitable Principles of Confidence: Principles derived from equity law defining circumstances where information is considered confidential and duties of confidence arise.

Copyright, Designs and Patents Act 1988: Legislation protecting intellectual property rights that may overlap with confidential information, particularly regarding creative works and technical information.

Trade Marks Act 1994: Legislation protecting brand-related intellectual property that may be part of confidential information disclosure.

Patents Act 1977: Legislation governing patent protection, relevant when confidential information includes potentially patentable innovations.

Employment Rights Act 1996: Employment law framework relevant when NDAs involve employee-employer relationships or worker rights.

Companies Act 2006: Corporate law framework relevant for NDAs involving company secrets and corporate disclosure obligations.

Competition Act 1998: Legislation ensuring that confidentiality restrictions do not create anti-competitive effects in the market.

Coco v Clark Principles: Landmark case law establishing three key requirements for breach of confidence: confidential nature, obligation of confidence, and unauthorized use.

Faccenda Chicken Principles: Case law establishing categories of confidential information in employment context and duration of confidentiality obligations.

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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