This NDA Confidentiality Agreement Template is designed for use under English and Welsh law when parties need to share sensitive information while ensuring its protection. The template is suitable for various commercial relationships and can be adapted for different sectors and circumstances. It includes essential provisions required by English law regarding confidentiality obligations, permitted disclosures, data protection, and enforcement measures. The agreement is particularly useful in business negotiations, partnerships, employment relationships, and other situations where proprietary or sensitive information needs to be shared.
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1. Parties: Identifies the disclosing and receiving parties
2. Background: Sets out context and purpose of the agreement
3. Definitions: Defines key terms including 'Confidential Information'
4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
5. Permitted Disclosures: Circumstances where disclosure is allowed
6. Term and Survival: Duration of agreement and surviving obligations
7. Return of Information: Obligations regarding return/destruction of confidential information
8. Governing Law: Specifies applicable law and jurisdiction
1. Data Protection: Additional provisions when personal data is involved under Data Protection Act 2018
2. Intellectual Property: Provisions regarding IP rights in confidential information
3. Non-Solicitation: Prevents poaching of employees/customers in commercial relationships
4. Securities Trading: Prevents insider trading when information could affect stock prices
1. Description of Confidential Information: Detailed list/categories of confidential information covered
2. Authorized Representatives: List of individuals authorized to receive confidential information
3. Security Requirements: Specific security measures required for information protection
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