uuid : 39739381-05bd-4605-b9e7-8475da49a6e5 templates_id: 108069 templates_uuid: "ed9a1cb3-d983-4a14-aa53-1ce4c43b9c12" title: "NDA - Non disclosure agreement - Confidentiality agreement" display_name: "Confidentiality agreement " meta_keywords: "Non-disclosure agreement, NDA and Non disclosure contract" description: "

Preserve confidentiality when two businesses exchange commercially sensitive information by using this mutual confidentiality agreement. This two-way non disclosure agreement offers protection when two businesses want to share information with each other but need to make sure that the information goes no further. This mutual NDA allows you to get to know each other better so you can decide whether to enter into a longer-term deal or partnership.

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When to use

Use this confidentiality agreement

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What it covers

This NDA/non-disclosure agreement covers

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What is a confidentiality agreement?

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A confidentiality agreement (also known as non-disclosure agreement) is a legal contract that offers protection where two or more parties will be disclosing confidential information to each other.

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Why do I need a confidentiality agreement?

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Common situations where you may need to use an NDA include:

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Asking the other party in these situations to sign an NDA protects any sensitive information you may share. A NDA protects this information by stating that anything confidential that is shared between the parties will not be shared with others (except in prescribed circumstances) and if it is shared, then there will be reparations eg damages.

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What type of information may be protected?

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Almost any type of information can be confidential information. You can protect both commercial information and personal information. Examples of confidential information include trade secrets, patents, products designs, data bases, recipes, drawings, client\302\222s information or lists etc.

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What is \302\221the purpose of disclosure\302\222 in a confidentiality agreement?

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When drafting a confidentiality agreement you must state the purpose of the creating the NDA (the disclosure) to the other party. This is also called the \302\221permitted purpose\302\222. The purpose of disclosing the information must be legitimate and for specific reasons. You must describe the purpose of disclosure as clearly as possible, eg for the purposes of exploring a joint venture between the parties.

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When is information not considered to be confidential?

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Information is not deemed to be confidential if it:

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When will a confidentiality agreement end?

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The period of time for which each party must keep the information confidential will vary depending on the circumstances. Confidentiality agreements can be terminated immediately by giving notice in writing or can automatically terminate (after 1, 3 or 5 years if creating a Rocket Lawyer NDA). You should set a realistic time period for the duration of the agreement as information can lose its confidential character or commercial value over time.

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What are the remedies available for breach of confidential information?

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The remedies available for breaching a confidentiality agreement are proportionate to the wrong done. A successful claimant in an action for misuse of confidential information is entitled to a percentage of profits that have resulted from the misuse of information, damages and, or injunction.

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Further advice

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Ask a lawyer for:

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This confidentiality agreement is governed by the law of England and Wales.

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" created_timestamp: "2016-10-07 08:57:15.0" modified_timestamp: "2016-10-07 08:57:15.0" active: true created_by: 102 modified_by: 102 dcm_id: 40 url_slug: "Confidentiality-agreement" meta_description: "Sign an NDA when your business and another is exchanging sensitive information. Protect trade secrets with this confidentiality agreement. Try this NDA." time_to_complete: "10 minutes" supplemental_documents: "\r\n

Reviewed by Harvey Harding of PM-Law*

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NDA - Non disclosure agreement - Confidentiality agreement

Overview of the Confidentiality agreement

Reviewed by Harvey Harding of PM-Law*

Preserve confidentiality when two businesses exchange commercially sensitive information by using this mutual confidentiality agreement. This two-way non disclosure agreement offers protection when two businesses want to share information with each other but need to make sure that the information goes no further. This mutual NDA allows you to get to know each other better so you can decide whether to enter into a longer-term deal or partnership.

When to use

Use this confidentiality agreement

  • when you want to exchange confidential information with another business (or individual)
  • to impress upon the other party the value of the confidential information
  • to impose requirements about protection of your confidential information

What it covers

This NDA/non-disclosure agreement covers

  • definition of confidential information
  • protection of confidential information
  • who is allowed to receive confidential information
  • disclosures required by law
  • ending the agreement
  • remedies if there is a breach of confidentiality

What is a confidentiality agreement?

A confidentiality agreement (also known as non-disclosure agreement) is a legal contract that offers protection where two or more parties will be disclosing confidential information to each other.

Why do I need a confidentiality agreement?

Common situations where you may need to use an NDA include:

  • bringing in a consultant,
  • talking to potential partners, or
  • hiring an employee

Asking the other party in these situations to sign an NDA protects any sensitive information you may share. A NDA protects this information by stating that anything confidential that is shared between the parties will not be shared with others (except in prescribed circumstances) and if it is shared, then there will be reparations eg damages.

What type of information may be protected?

Almost any type of information can be confidential information. You can protect both commercial information and personal information. Examples of confidential information include trade secrets, patents, products designs, data bases, recipes, drawings, client’s information or lists etc.

What is ‘the purpose of disclosure’ in a confidentiality agreement?

When drafting a confidentiality agreement you must state the purpose of the creating the NDA (the disclosure) to the other party. This is also called the ‘permitted purpose’. The purpose of disclosing the information must be legitimate and for specific reasons. You must describe the purpose of disclosure as clearly as possible, eg for the purposes of exploring a joint venture between the parties.

When is information not considered to be confidential?

Information is not deemed to be confidential if it:

  • is already known to the party receiving the confidential information at the time of its disclosure
  • is known to the public
  • comes into the possession of the receiving party from a third party who did not violate any contractual or legal obligations himself by disclosing this information
  • is required to be disclosed by law or rules of any court

When will a confidentiality agreement end?

The period of time for which each party must keep the information confidential will vary depending on the circumstances. Confidentiality agreements can be terminated immediately by giving notice in writing or can automatically terminate (after 1, 3 or 5 years if creating a Rocket Lawyer NDA). You should set a realistic time period for the duration of the agreement as information can lose its confidential character or commercial value over time.

What are the remedies available for breach of confidential information?

The remedies available for breaching a confidentiality agreement are proportionate to the wrong done. A successful claimant in an action for misuse of confidential information is entitled to a percentage of profits that have resulted from the misuse of information, damages and, or injunction.

Further advice

Ask a lawyer for:

  • advice if any of the parties are based outside England and Wales

This confidentiality agreement is governed by the law of England and Wales.

*This does not guarantee that this document is suitable for your circumstances. Ask a lawyer to discuss your specific legal situation.

Sample Confidentiality agreement

More than just a Confidentiality agreement template, our step-by-step interview and guidance makes it easy to create your document.

Easily create online, download, print and sign your free Confidentiality agreement in minutes.

This document is also sometimes called: Non-disclosure agreement, NDA and Non disclosure contract.