Free Non Disclosure Agreement Template Uk

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into on this ______ day of ________, 20 (the "Effective Date") by and between:

1. [__________________________________________], a company incorporated and registered in England and Wales under company number [] whose registered office is at [____________________________________________________________] (the "Disclosing Party");

AND

2. [__________________________________________], a [company/individual] [incorporated in _______________ / residing at] [______________________________________________________________________] (the "Receiving Party").

(Each a "Party" and collectively the "Parties").

1. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in electronic or other form, relating to the business, finances, technology, products, services, processes, customers, or suppliers of the Disclosing Party, including but not limited to [______________________________________________________________________].

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect the secrecy of the Confidential Information; b) Use the Confidential Information solely for the purpose of [______________________________________________________________________] (the "Purpose"); c) Not disclose, publish, or otherwise make available the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or professional advisers who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein; d) Immediately notify the Disclosing Party upon discovery of any unauthorised use or disclosure of the Confidential Information.

3. EXCLUSIONS

The obligations of confidentiality shall not apply to information that: a) Is or becomes public knowledge through no fault of the Receiving Party; b) Was in the possession of the Receiving Party prior to disclosure by the Disclosing Party; c) Is independently developed by the Receiving Party without reference to the Confidential Information; d) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt notice of such requirement.

4. TERM

This Agreement shall commence on the Effective Date and shall remain in force for a period of [] years. The obligations of confidentiality shall survive the termination or expiry of this Agreement for a further period of [] years.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other materials containing Confidential Information and certify such destruction in writing.

6. NO LICENCE OR WARRANTY

Nothing in this Agreement grants the Receiving Party any licence, interest, or right in respect of any intellectual property rights of the Disclosing Party. All Confidential Information is provided "as is" without any warranty of any kind.

7. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

SIGNED for and on behalf of [DISCLOSING PARTY NAME]:

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Signature

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Name (Print)

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Title

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SIGNED for and on behalf of [RECEIVING PARTY NAME]:

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Signature

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Name (Print)

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Title