Non Disclosure Agreement (NDA) - Template, Sample Form Pro · UK-law
✓ Valid in United Kingdom · drafted to comply with local law
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DEED OF NON-DISCLOSURE
THIS DEED OF NON-DISCLOSURE is made on ________
1. THE PARTIES
1.1. Party A (the "Disclosing Party")
________ [where a company, registered in England and Wales under company number ________] of:
________
("Party A"); and
AND
1.2. Party B (the "Receiving Party")
________ [where a company, registered in England and Wales under company number ________] of:
________
("Party B").
Each a "Party" and together the "Parties".
2. BACKGROUND
2.1. This Deed records the terms and conditions on which Party A is prepared to disclose certain Confidential Information to Party B in connection with the Purpose. In consideration of the disclosure of such Confidential Information, Party B warrants, undertakes and agrees with Party A to observe and perform all of the terms and conditions set out in this Deed.
2.2. The Parties intend this document to take effect as a deed notwithstanding that a Party may execute it without consideration.
3. DEFINITIONS AND INTERPRETATION
3.1. "Deed" means this deed and all terms and conditions contained herein relating to the disclosure of Confidential Information by Party A to Party B.
3.2. "Purpose" means the purpose for which the Confidential Information is being disclosed pursuant to this Deed, namely:
________
3.3. "Confidential Information" means all information relating to Party A which might reasonably be considered to be of a confidential nature and includes, but is not limited to:
3.3.a. information of whatever nature, without limitation, obtained in any form by Party B from Party A or its advisers, or by observation during visits, or by demonstration;
3.3.b. information of whatever nature relating to the business activities, practices, customers, suppliers and finances of Party A;
3.3.c. any evaluation material, design work, strategic plans, ideas, innovations, creative plans, concepts and any other plans or ideas developed by or on behalf of Party A, whether relating specifically to the Purpose or otherwise;
3.3.d. any information derived from information falling within the scope of any of the matters set out above;
3.3.e. any copy of any of the foregoing; and
3.3.f. the fact that discussions are taking place between the Parties to this Deed,
but does not include information which is:
3.3.g. publicly available, other than as a result of a breach of this Deed;
3.3.h. lawfully available to Party B from a third party free from any obligation of confidentiality;
3.3.i. provided by Party A and clearly marked "Non-Confidential"; or
3.3.j. required by law, regulation or any order of a court or competent authority to be disclosed, but only to the minimum extent necessary and provided that, where lawful and practicable, Party A is first consulted to establish whether and to what extent it is possible to prevent or restrict such disclosure.
If there is any doubt as to whether particular information constitutes Confidential Information, written confirmation is to be obtained from Party A.
3.4. "Personal Data" means personal data as defined in the Data Protection Act 2018 and the UK GDPR.
3.5. References to a statute or statutory provision are references to that statute or provision as amended, re-enacted or replaced from time to time. Clause headings are for convenience only and shall not affect interpretation. The singular includes the plural and vice versa.
4. DURATION
The obligations contained in this Deed shall be binding upon the Parties for a period of ________ from the date of this Deed set out above, and shall survive any return or destruction of the Confidential Information.
5. CONFIDENTIALITY AND NON-USE
5.1. Party B undertakes to Party A:
5.1.a. to keep the Confidential Information secret at all times;
5.1.b. not to disclose it, or allow it to be disclosed, in whole or in part, to any third party without Party A's prior written consent (save as expressly permitted by this Deed);
5.1.c. not to use it, in whole or in part, for any purpose except the Purpose;
5.1.d. to take all proper and reasonable measures to ensure the confidentiality and security of the Confidential Information; and
5.1.e. without prejudice to any other clause herein, not to use the Confidential Information directly or indirectly to procure a commercial advantage over Party A, nor to use any designs, ideas or concepts comprised in it, without the express written consent of Party A.
5.2. To the extent that any Confidential Information comprises Personal Data, Party B shall process such Personal Data in accordance with the Data Protection Act 2018 and the UK GDPR.
6. DISCLOSURE TO THIRD PARTIES
7. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION
7.1. Upon completion of the Purpose, or at any time upon the written request of Party A, Party B shall promptly:
7.1.a. return to Party A all documents and materials (and any copies thereof) containing, reflecting or derived from the Confidential Information;
7.1.b. erase or destroy all copies of the Confidential Information held in electronic or any other form, save to the extent that retention is required by law or regulation; and
7.1.c. if requested by Party A, certify in writing that it has complied with the requirements of this clause.
7.2. The obligations of confidentiality and non-use set out in this Deed shall survive the return or destruction of the Confidential Information and shall continue for the duration specified in this Deed.
8. NO IMPLIED RIGHTS
8.1. This Deed shall not be construed:
8.1.a. to grant any licence or rights, other than as expressly set out herein, in respect of the Confidential Information; nor
8.1.b. to require disclosure of any of the Confidential Information.
8.2. No warranty or representation, express or implied, is given as to the accuracy, efficacy, completeness, capabilities or safety of any materials or information provided under this Deed.
8.3. All intellectual property rights in the Confidential Information shall remain vested in Party A at all times.
9. REMEDIES
9.1. Party B acknowledges that damages alone may not be an adequate remedy for any breach of this Deed and that Party A 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 to it at law.
10. INDEMNITY FOR BREACH
11. NO WAIVER
No failure or delay by either Party in exercising any right, power or remedy under this Deed shall operate as a waiver of it, nor shall any single or partial exercise preclude any further exercise of the same or any other right, power or remedy.
12. ASSIGNMENT
Party B shall not assign, transfer, charge or otherwise deal with any of its rights or obligations under this Deed without the prior written consent of Party A.
13. ENTIRE AGREEMENT
This Deed constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, arrangements and understandings between them in relation to that subject matter.
14. THIRD PARTY RIGHTS
A person who is not a party to this Deed shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.
15. SEVERABILITY
If any clause, provision, undertaking, condition, obligation, term or other stipulation of this Deed is found by any court or competent authority to be unlawful, invalid or unenforceable to any extent, such provision shall be severed from the remainder of this Deed and all other remaining provisions shall continue in full force and effect to the fullest extent permitted by law.
16. GOVERNING LAW AND JURISDICTION
16.1. This Deed 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.
16.2. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
EXECUTION
EXECUTED AS A DEED by the Parties and delivered on the date set out at the head of this Deed.
PARTY A
EXECUTED AS A DEED by (________)
SIGNATURE:
__________________________
DATE: ________
IN THE PRESENCE OF
WITNESS SIGNATURE:
__________________________
FULL NAME OF WITNESS: ________
WITNESS OCCUPATION: ________
FULL ADDRESS OF WITNESS:
________
PARTY B
EXECUTED AS A DEED by (________)
SIGNATURE:
__________________________
DATE: ________
IN THE PRESENCE OF
WITNESS SIGNATURE:
__________________________
FULL NAME OF WITNESS: ________
WITNESS OCCUPATION: ________
FULL ADDRESS OF WITNESS:
________
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