Non Disclosure Agreement Template Uk

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into 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 "Receiving Party").

(Collectively referred to as the "Parties" and individually as a "Party").

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means all information, whether technical, commercial, financial, or otherwise, disclosed by the Disclosing Party to the Receiving Party, 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, software code, and proprietary processes.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party undertakes: (a) To keep all Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the Disclosing Party. (b) To use the Confidential Information solely for the purpose of ________________________________________________ (the "Permitted Purpose"). (c) To restrict disclosure of the Confidential Information to such of its employees, officers, or professional advisers who need to know the information for the Permitted Purpose and who are bound by obligations of confidentiality equivalent to those contained in this Agreement.

3. EXCLUSIONS

The obligations of confidentiality 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 Receiving Party prior to disclosure; (c) Is required to be disclosed by law, regulation, or order of a competent authority.

4. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in force for a period of ______ years. Upon the expiry or termination of this Agreement, the Receiving Party shall, at the Disclosing Party’s request, return or destroy all documents and materials containing Confidential Information.

5. 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 to seek injunctive relief or any other equitable remedy for any threatened or actual breach.

6. 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 Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.

SIGNATURES

IN WITNESS WHEREOF, this Agreement has been executed on the date first above written.

SIGNED for and on behalf of ________________________________________________

Signature: ___________________________ Name: ______________________________ Title: _______________________________

SIGNED for and on behalf of ________________________________________________

Signature: ___________________________ Name: ______________________________ Title: _______________________________