Confidentiality Agreement (Scotland) - Template Form Pro · UK-law
✓ Valid in United Kingdom · drafted to comply with local law
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The parties to this Agreement are advised that signature of this document will have legal consequences. Where either party is unsure of or does not understand the legal obligations and responsibilities placed upon them under this Agreement, they are advised to seek independent legal advice before signing.
CONFIDENTIALITY AGREEMENT
(Non-Disclosure Agreement under the law of England and Wales)
This CONFIDENTIALITY AGREEMENT is made on: ________
1. PARTIES
1.1. The First Party
________ (company registration number, if applicable: ________) of
________
(hereafter "the Disclosing Party")
AND
1.2. The Second Party
________ (company registration number, if applicable: ________) of
________
(hereafter "the Receiving Party")
each a "Party" and together "the Parties". The Parties have AGREED as follows:
2. DEFINITIONS AND INTERPRETATION
2.1. In this Agreement, unless the context otherwise requires:
2.1.a. "the Agreement" means this agreement together with any document which is supplemental to it, expressed to be collateral with it, or entered into in accordance with its terms.
2.1.c. Confidential Information shall not include information which: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was lawfully in the possession of the Receiving Party without obligation of confidence prior to disclosure; (iii) is lawfully obtained from a third party who is free to disclose it; (iv) is independently developed by the Receiving Party without reference to the Confidential Information; or (v) is specifically stated in writing by the Disclosing Party not to be confidential.
2.1.d. "the Purpose" means the purpose set out in clause 3 (Purpose) for which the Confidential Information is disclosed between the Parties.
2.1.e. "Data Protection Legislation" means all laws applicable to the processing of personal data, including the UK General Data Protection Regulation (Regulation (EU) 2016/679 as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018), the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, together with any modification, re-enactment, replacement or extension thereof.
2.1.f. "Representatives" means a Party's employees, officers, directors, agents, professional advisers and sub-contractors who require access to the Confidential Information for the Purpose.
2.2. Interpretation:
2.2.a. words importing one gender include all other genders; words importing the singular include the plural and vice versa.
2.2.b. where two or more persons are included within the expression "the Disclosing Party" or "the Receiving Party", the obligations under this Agreement shall be binding on them jointly and severally.
2.2.c. a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), and that person's personal representatives, successors and permitted assigns.
2.2.d. a reference to any statute or statutory provision includes any subordinate legislation made under it and any modification, re-enactment, amendment or extension thereof for the time being in force.
2.2.e. any obligation not to do an act or thing includes an obligation not to permit or suffer such act or thing to be done and to use reasonable endeavours to prevent it being done by a third party.
2.2.f. any reference to the consent or approval of the Disclosing Party means the prior written consent or approval of the Disclosing Party.
2.2.g. clause headings are inserted for convenience only and shall not affect the construction of this Agreement.
3. PURPOSE
The Disclosing Party agrees to disclose Confidential Information to the Receiving Party in accordance with the terms of this Agreement solely for the following purpose:
________
4. DURATION
4.1. This Agreement shall commence on the date set out above and shall continue in force until ________ or until terminated by either Party giving ________ written notice to the other.
4.2. The obligations of confidentiality contained in this Agreement shall survive termination and shall continue to bind the Receiving Party in respect of all Confidential Information disclosed prior to termination.
5. CONFIDENTIALITY AND USE
5.1. The Receiving Party shall keep all Confidential Information secret and secure.
5.2. The Receiving Party shall not disclose any Confidential Information to any third party except as expressly permitted under this Agreement.
5.3. The Receiving Party shall use the Confidential Information solely for the Purpose and shall not use it in connection with any other activity or purpose.
5.4. The Receiving Party shall apply to the Confidential Information no lesser degree of security and protection than it applies to its own confidential information, and in any event a reasonable degree of care.
5.5. The Receiving Party shall not use any Confidential Information to gain any commercial advantage over the Disclosing Party, and any such use shall constitute a material breach of this Agreement.
5.6. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent required by law, by any court of competent jurisdiction, or by any regulatory or governmental authority, provided that (where lawful and practicable) the Receiving Party gives the Disclosing Party prompt prior written notice of such requirement.
6. PERMITTED DISCLOSURES
6.1. The Receiving Party may disclose Confidential Information to its Representatives who require it for the Purpose, provided that:
6.1.a. such Representatives are bound by obligations of confidentiality no less onerous than those contained in this Agreement;
6.1.b. such Representatives are made aware of the confidential nature of the Confidential Information and of the terms of this Agreement; and
6.1.c. such Representatives are required by the Receiving Party to treat the Confidential Information as confidential in accordance with this Agreement.
6.2. The Receiving Party shall be responsible for ensuring that its Representatives comply with the obligations in this Agreement, and any act or omission of a Representative that would constitute a breach of this Agreement if committed by the Receiving Party shall be deemed a breach by the Receiving Party.
7. DATA PROTECTION
Where the disclosure of any Confidential Information involves the processing of personal data, each Party shall process, share and store such personal data in compliance with the Data Protection Legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018 and any amendments thereto from time to time, together with any other applicable statute, subordinate legislation, regulation, order, mandatory guidance, code of practice, judgment of a competent court, or requirement of a regulatory body relating to the protection of individuals with regard to the processing of personal data.
8. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION
9. NO ASSIGNMENT
Neither Party shall assign, transfer, sub-contract, charge or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party.
10. NO IMPLIED RIGHTS
This Agreement shall not be construed to grant any licence or rights, other than as expressly set out herein, in respect of the Confidential Information, nor to oblige any Party to disclose any Confidential Information. No warranty or representation, express or implied, is given as to the accuracy, completeness or fitness for purpose of any Confidential Information disclosed under this Agreement.
11. REMEDIES
The Receiving Party acknowledges that damages alone may not be an adequate remedy for any breach of this Agreement and that the Disclosing Party shall be entitled, without proof of special damage, to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach, in addition to any other remedies available at law.
12. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement shall create, or be deemed to create, a partnership, joint venture, agency or relationship of employer and employee between the Parties.
13. ENTIRE AGREEMENT AND VARIATION
This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior agreements, arrangements and understandings. No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each Party.
14. WAIVER
No failure or delay by a Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy.
15. SEVERABILITY
If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, or, if such modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.
16. THIRD PARTY RIGHTS
A person who is not a Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
17. GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales, and the Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
18. EXECUTION
By signing this Agreement, the Parties accept and agree to be bound by the terms set out herein.
The Disclosing Party
Signed by ________
___________________________________
(signature)
Name and position of signatory: ________
Date: ________
In the presence of (witness):
___________________________________
(signature of witness)
Witness name: ________
Witness address: ________
Witness occupation: ________
The Receiving Party
Signed by ________
___________________________________
(signature)
Name and position of signatory: ________
Date: ________
In the presence of (witness):
___________________________________
(signature of witness)
Witness name: ________
Witness address: ________
Witness occupation: ________
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