Non Disclosure Agreement Example Uk

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made on this ______ day of ____________________, 20____ (the "Effective Date").

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 incorporated and registered in England and Wales under company number [__________] whose registered office is at [______________________________________________________________________] (the "Recipient").

(Collectively referred to as the "Parties").

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means all information, whether technical, commercial, financial, or otherwise, disclosed by the Disclosing Party to the Recipient, whether orally, in writing, or in electronic form, which is designated as confidential or which ought reasonably to be considered confidential, including but not limited to business plans, trade secrets, customer lists, and proprietary technology related to [______________________________________________________________________] (the "Purpose").

2. OBLIGATIONS OF THE RECIPIENT

The Recipient agrees to: a) Hold the Confidential Information in strict confidence and exercise the same degree of care as it uses to protect its own confidential information of a similar nature; b) Use the Confidential Information solely for the Purpose; c) Restrict disclosure of the Confidential Information to those of its employees, directors, or professional advisers who need to know the same for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein; d) Not, without the prior written consent of the Disclosing Party, disclose, publish, or otherwise make available the Confidential Information to any third party.

3. EXCLUSIONS

The obligations set out in Clause 2 shall not apply to information which: a) Is or becomes public knowledge other than through a breach of this Agreement; b) Was in the possession of the Recipient prior to disclosure by the Disclosing Party; c) Is independently developed by the Recipient without reference to the Confidential Information; d) Is required to be disclosed by law or by any court or regulatory authority of competent jurisdiction.

4. DURATION

This Agreement shall remain in full force and effect for a period of [______] years from the Effective Date. Upon written request by the Disclosing Party, the Recipient shall promptly return or destroy all documents and materials containing Confidential Information.

5. REMEDIES

The Recipient acknowledges that a breach of this Agreement may cause the Disclosing Party irreparable harm for which damages may be an inadequate remedy, and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

6. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of England and Wales. The Parties irrevocably agree that 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.

SIGNATURES

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

For and on behalf of [Disclosing Party Name]:

Signature: __________________________ Name: [__________________________] Title: [__________________________]

For and on behalf of [Recipient Name]:

Signature: __________________________ Name: [__________________________] Title: [__________________________]