Non Disclosure Agreement Template Uk Word

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 in England and Wales under company number __________, whose registered office is at ______________________________________________________________________ (the “Disclosing Party”);

AND

2. __________________________________________________, [a company incorporated in England and Wales under company number __________ / an individual residing at __________________________________________________] (the “Receiving Party”).

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

1. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” means any and all information, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, customer lists, technical specifications, intellectual property, trade secrets, and any other information marked as “confidential” or which should reasonably be understood to be confidential given the nature of the information.

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) Disclose the Confidential Information only to those of its employees, officers, or professional advisors who have a strict need to know 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

Confidential Information does not include information that: a) Is or becomes public knowledge through no fault of the Receiving Party; b) Was in the Receiving Party’s possession 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 of this Agreement for a period of ______ years thereafter.

5. RETURN OF MATERIALS

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

6. REMEDIES

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

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 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.

SIGNED FOR AND ON BEHALF OF THE PARTIES:

For and on behalf of the Disclosing Party:

Signature: __________________________ Name: ______________________________ Title: _______________________________ Date: ________________________________

For and on behalf of the Receiving Party:

Signature: __________________________ Name: ______________________________ Title: _______________________________ Date: ________________________________