Non-disclosure agreement (business venture)

Business venture discussions usually involve the exchange of confidential information such as business plans and financial data, and it is common for the parties to enter into a non-disclosure agreement to protect that information.

This is a mutual or two-way agreement, protecting the information of both parties. The default provisions are mirror images, but the agreement can be adapted so that different rules apply to each party.

This documents is a lightly modified version of our mutual/premium non-disclosure agreement.

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Non-disclosure agreement (business venture) contents

Definitions: definitions.
Term: commencement of term; end of term.
First Party
confidentiality obligations: first party confidentiality undertaking (permitted purpose mandatory); disclosure of confidential information by
First Party
to certain persons for permitted purpose; exceptions to
First Party
confidentiality obligations; disclosures of
Second Party
confidential information mandated by law etc;
First Party
to stop using confidential information upon termination;
First Party
to return or destroy confidential information following termination;
First Party
confidentiality obligations after termination.
Second Party
's confidentiality obligations:
Second Party
confidentiality undertaking (permitted purpose mandatory); disclosure of confidential information by
Second Party
to certain persons for permitted purpose; exceptions to
Second Party
confidentiality obligations; disclosures of
First Party
confidential information mandated by law etc;
Second Party
to stop using confidential information upon termination;
Second Party
to return or destroy confidential information following termination;
Second Party
confidentiality obligations after termination.
Publicity: no public disclosures by
Second Party
; no public disclosures by
First Party
.
Intellectual property rights: no assignment of intellectual property rights; no licence or limited licence to use
First Party
confidential information; no licence or limited licence to use
Second Party
confidential information.
Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
Termination: termination by either party at will.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; caveats to limits of liability; entire agreement; governing law; exclusive jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

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Version	2.2
First published	1 Sep 2016
Last updated	10 Jan 2023
Law	English law and EU law
Language	English (UK)
^†Word count	3,016
^†Template pages	7

† These figures are approximations.

Law of confidence Company law Consulting Agreement

Specialised non-disclosure agreements

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