Mutual Non Disclosure Agreement Template Uk

MUTUAL NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made on this [____] day of [__________], [____] (the "Effective Date").

BETWEEN:

1. [PARTY A NAME], a company incorporated and registered in England and Wales with company number [__________] whose registered office is at [__________________________________________________] ("Party A"); and

2. [PARTY B NAME], a company incorporated and registered in England and Wales with company number [__________] whose registered office is at [__________________________________________________] ("Party B").

(Each a “Party” and collectively the “Parties”).

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1. DEFINITIONS AND PURPOSE

1.1 Purpose: The Parties wish to explore a potential business opportunity in connection with [__________________________________________________] (the "Purpose"). 1.2 Confidential Information: Means all information (whether written, oral, electronic, or in any other form) disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") which is marked as confidential or which ought reasonably to be considered confidential, including but not limited to trade secrets, technical data, financial information, customer lists, and business strategies.

2. OBLIGATIONS OF RECEIVING PARTY

2.1 The Receiving Party shall: (a) keep the Confidential Information strictly confidential and not disclose it to any third party without the Disclosing Party’s prior written consent; (b) use the Confidential Information solely for the Purpose; (c) limit access to the Confidential Information to those employees, officers, or professional advisers who have a genuine need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

3. EXCLUSIONS

The obligations under this Agreement shall not apply to information which: (a) is or becomes public knowledge through no fault of the Receiving Party; (b) was in the Receiving Party’s possession prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law or regulatory authority.

4. DURATION

The obligations of confidentiality shall commence on the Effective Date and continue for a period of [____] years from the date of disclosure, notwithstanding the termination of discussions regarding the Purpose.

5. RETURN OR DESTRUCTION OF INFORMATION

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information and certify in writing that it has done so.

6. NO REPRESENTATION OR WARRANTY

The Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Confidential Information. Neither Party shall be liable for any loss or damage arising from the use of the Confidential Information.

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.

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EXECUTION

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

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Signature of Authorised Signatory

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Name of Signatory

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Title/Position

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

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Signature of Authorised Signatory

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Name of Signatory

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Title/Position