We are often asked by clients to sign a non disclosure agreement and below we provide a simple NDA which you may wish to use.

MUTUAL NON DISCLOSURE AGREEMENT

This Agreement is made on the (insert date)

Between:

(Insert name) of (Insert address)

And

(Insert name) of (Insert address)

WHEREAS: The two Parties are prepared to disclose confidential information to each other for the purposes of establishing joint projects, joint commercial ventures or for advisory purposes.

NOW IT IS HEREBY AGREED: Either Party, when acting as the recipient of information from the other, is prepared to accept disclosure of confidential information on the following terms and conditions.

1. Confidential information means any information supplied by either Party to the other, whether written, graphic or oral, of a technical, statistical or commercial nature and including samples or specimens but excluding:

a)    Information which at the time of disclosure is in the public domain

b)    Information which after disclosure becomes part of the public domain through no fault of the recipient

c)    Information received by either Party from any third party having the right to disclose the same, provided that the information was not obtained improperly

d)    Information which was in the recipient’s possession prior to disclosure.

2. The recipients agree to:

a)    Use the information only for the purposes described above, and for which purpose it may be disclosed only to those employees, associates or consultants deemed necessary for its proper evaluation who are bound to the recipient by similar obligations of confidentiality

b)    Hold in confidence all confidential information disclosed for a period of five years from the date of disclosure

c)    Not otherwise disclose the information to any person, firm or company without prior written permission of the donor Party

3. The disclosure of information shall not be construed as conveying any rights in the information to the recipient or any obligation on either of the two Parties to enter further agreements.

4. No modification or waiver of this agreement shall be valid unless in writing and signed by both Parties.

5. This agreement shall be governed according to the Laws of England and the Parties shall submit to the jurisdiction of the English Courts.

As WITNESS the hands of the parties thereto:

Signed:                       …………………………………………………………..

On behalf of (Insert Company name) by (Insert Signatory name)

Signed:                       …………………………………………………………..

On behalf of (Insert Company name) by (Insert Signatory name)

Legal notes:
IBEX UK Ltd makes no warranty of any kind with regard to this material, including, but not limited to, the implied warranties of fitness for a particular purpose.  IBEX UK Ltd shall not be liable for errors contained herein or for incidental or consequential damages in conjunction with the furnishing, performance or use of this material.  You should take independent legal advice regarding the suitability of this, or any other, legal agreement for your particular needs..