If you are not a Christian - just to say - we give this to you for free - in turn please click here to find out more about our message through this site. Free Confidentiality Agreement or “NDA” - Non-Disclosure Agreement Notes on Using the Agreement How to fill the agreement in Have a look through the agreement, as we have made clear in brackets where you need to insert your name or your company’s name, and also the name of the person or company that you are considering trading with. Use of the agreement Use The agreement is designed to be used by yourself and another business party to protect both parties as they disclose confidential business information. This information could be in nature e.g.: an innovative business idea, the fact that you are starting to trade in a particular sphere, the details of operation of a new invention (be aware that patents, though expensive, are by far your best protection). Clauses 1-3 protect you by defining your idea as "Confidential Information". The other party must therefore treat your idea as confidential, not disclose it to anyone not involved in the discussions, etc. (clause 2) and must use it only for the purposes of your negotiations (clause 3.1.2) and not for commercial benefit in any other way (clause 3.1.3). If the other party does breach the terms of the Agreement you will be able to bring an action for breach of confidence. You would be entitled to an injunction to prevent the use of your information, and also to damages (if you could show you have suffered loss as result of the breach). Questions and Answers Q. If I ask another individual to sign the agreement - apart from the main company I am dealing with, do I obviously just change the first section by taking out the company bit? A. Yes. You can use the same wording as I have used for your name. Q. Just to clarify what is meant by confidential information provided by the other party. Does this mean that if they share information about a business move they perhaps originally planned to do, or about e.g. a coming company merger, then I am not allowed to copy the idea if it is different from what I describe to them, or disclose the information? A. Any information provided by you or the other party concerning the Purpose or the Business Proposition is confidential. You cannot divulge that information to any third party or use it for your own commercial benefit. If you do, you will be liable for an action for breach of confidence. Consider it from this point of view: if you give the other party information about your idea (or an improvement to your idea) you do not want the other party to be able to use that idea. Q. Can I use the agreement on another company freely if unsuccessful with the first; or do I have to notify the first company? A. You can use the Agreement freely again. You cannot, however, say who you have negotiated with previously (this is covered by the definition of "confidentiality"). Q. About what is said at the end of 9, does it matter if I sign the document at my home, and then send the document to the company, who signs on a later date, and then returns the signed document to me? The document seems to suggest we sign together in person on the same date. A. It is fine for you to sign at different time, and it is perfectly acceptable for you to send the Agreement out signed by yourself. If you are going to do this, you may want to insert a line for "date" below each signature on the final page. You will date your signature, and the other party can date his when he signs. The Agreement will be effective from the date the other party signs and dates it. Q. Also in 7, on Termination. Would I have to terminate myself if I wanted to discuss my options with another company (if, for example, the original company was acting too slowly, or wanted to negotiate unacceptable conditions, or if I change my mind)? Also, do clauses 1-3 still protect my idea, and in what way? A. You do not have to terminate to talk to other parties: there is nothing in this agreement to say that your negotiations are exclusive (i.e. that you will not negotiate with anyone else - but this could be added to the agreement if you want). Q. Does it matter that I put my name rather than my company's, as it is not yet incorporated, does my name carry less legal weight? A. Before the Company is incorporated you will have to put your name on the Agreement. This does not carry any less weight legally. Q. Also, are there any other major obligations I am committing myself to in the agreement? A. You are committing yourself to keep the other party's information confidential in the same way that they must keep yours confidential. In clause 5 you are indemnifying the other party for any loss it may suffer if you breach this Agreement. Q. Finally, can you just clarify and reassure me. How can I prove that I said something in the meeting before the other party did, if they claim to have planned to do a similar thing? Should I provide a plan which I produce at the meeting, which is dated, and which I ask them to sign at the end? A. If they will sign such a plan, then by all means do it, although they may consider you to be acting a little sensitively. However, it is worth you taking steps to be able to prove when you had your idea. You should therefore keep all dated documentation you have safe because it may prove useful in the event of a dispute. One way of providing evidence is to put the basis of your idea in a letter, post it to yourself and leave unopened.The date mark will be useful evidence. Disclaimer Please make sure you read the instructions first, and don’t include the instructions, of course, when you print off the document for its use with an individual or company. We must make it clear that we can offer no guarantee that the agreement is perfect in its given form, or that it will fulfil your needs. It is to be used at your own risk and under your own responsibility. If in doubt, contact a solicitor (...at great expense, better to try to find a qualified friend or contact!). Confidentiality Agreement THIS AGREEMENT is made the [INSRET] day of {INSERT] 2001 PARTIES:
(1) Your name/Comapny name of Your address/Company registered address. (“the First Party”) of the one part; and
(2) [ ] (Company No. (could be an individual or sole trader) ) the registered office of which is at [ ] ("the Second Party") of the other part.
together referred to as “the parties” WHEREAS the parties, for their mutual benefit, may already have exchanged and wish further to exchange certain information of a confidential nature and wish to protect such information in the manner set out in this Agreement NOW IT IS HEREBY AGREED as follows :-
1.1“Business Proposition” shall mean the “Your sole trader name/company name” “Your Product”, including without limitation, the “e.g. innovative outlet channel - e.g. the Internet” upon which the service will be provided.
1.2“Purpose” shall mean discussions and negotiations with a view to concluding an agreement for the development of the Business Proposition;
- the identity of the First Party or any of the directors thereof;
- the existence of this Agreement and/or the Purpose;
- the fact that the First Party has disclosed to the Second Party the Business Proposition;
- any information and data disclosed to the Second Party by the First Party whether in writing, orally or in any other form or media concerning the Business Proposition (including without limitation the concept, the business methods and financial statistical and other information concerning the same) and the First Party's recommendations and conclusions and all information and data derived or developed by the Second Party from or embodying any of the forgoing;
- any other information or data relating to the Purpose and or the Business Proposition disclosed whether in writing, orally or by any other means to one party (hereinafter referred to as the “receiving party”) by the other party (hereinafter referred to as “the disclosing party”) or by a third party on behalf of the disclosing party, whether before or after the date of this Agreement;
- but shall exclude the Excluded Information
- the receiving party can show :-
a)was in its files or computers or other recording media prior to receipt from the disclosing party and was not previously acquired by the receiving party from the disclosing party under an obligation of confidence; or
b)to have been developed by or for the receiving party at any time independently of any Confidential Information disclosed to it by the disclosing party; or
- the receiving party obtains or has available from a source other than the disclosing party without breach by the receiving party or such source of any obligation of confidentiality or non-use towards the disclosing party; or
- is hereafter furnished by the disclosing party to a third party without restriction on disclosure or use; or
- is disclosed by the receiving party :-
(a) with the prior written approval of the disclosing party; or
(b)without such approval, after a period of seven years from the date of receipt thereof; or
2Handling of Confidential Information 2.1The receiving party shall maintain the disclosing party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own Confidential Information which the receiving party warrants as providing adequate protection against unauthorised disclosure, copying or use. Without affecting the generality of this obligation the receiving party shall keep separate all Confidential Information and all information generated by the receiving party based thereon from all documents and other records of the receiving party and not use, reproduce, transform, or store any of the Confidential Information in an externally accessible computer or electronic information retrieval system or in any form which would allow any person not authorised to do so to have access to the Confidential Information or transmit it in any form or by any means whatsoever outside of its usual place of business;.
2.2The parties shall ensure that disclosure of such Confidential Information is restricted to those of its employees, directors or professional advisers having the need to know the same for the Purpose;
2.3Copies or reproductions shall not be made except to the extent reasonably necessary for the Purpose and all copies made shall be the property of the disclosing party.
2.4All Confidential Information and copies thereof which is in a physical form shall be returned to the disclosing party (and all other information and data and other records in a machine readable form shall be deleted or destroyed) within thirty days of receipt of a written request from the disclosing party. 3Limitations and Warranty
3.1The receiving party shall:
3.1.1not divulge the disclosing party’s Confidential Information, in whole or in part to any third party; 3.1.2use the same only for the Purpose; and 3.1.3make no commercial use of the same or any part thereof either directly or indirectly nor use the Confidential Information to obtain any commercial advantage or otherwise to exploit the same without the prior written consent of the disclosing party.
Notwithstanding the foregoing, the receiving party shall be entitled to make any disclosure to the minimum extent required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business’ days notice of such disclosure accompanied by a legal opinion confirming that such disclosure is necessary. 3.2The disclosing party warrants its right to disclose its Confidential Information to the receiving party and to authorise the receiving party to use the same for the Purpose.
4Disclaimer
4.1All rights in Confidential Information are reserved by the disclosing party and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any invention, discovery, patent, copyright or other industrial property right now or in the future held, made, obtained or licensable by either party. 4.2Nothing in this Agreement or its operation shall constitute an obligation on either party to enter into the aforesaid business relationship or shall preclude, impair or restrict either party from continuing to engage in its business otherwise than in breach of the terms of this Agreement.
5.Indemnity
5.1If either party shall break any of the terms of this agreement the party in default shall indemnify and keep indemnified the other from and against all costs, claims, demands, liabilities, expenses, damages or losses, (including without limitation consequential losses and loss of profit, and all interest, penalties and legal and other professional costs and expenses) incurred or suffered by them by reason of or in connection with any such breach; 5.2The parties acknowledge that damages alone would not be an adequate remedy for any breach of the provisions of this agreement and, accordingly, without prejudice to any and all other rights or remedies, both acknowledge that the other shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this agreement. 6Notices All notices under this Agreement shall be in writing, sent by telex, facsimile or first-class registered or recorded delivery post to the party being served at its address specified above or at such other address of which such party shall have given notice as aforesaid, and marked for the attention of that party’s signatory of this Agreement. The date of service shall be deemed to be the day following the day on which the notice was transmitted or posted as the case may be. 7Termination This Agreement shall continue in force from the date hereof until termination by mutual consent or by either party by giving to the other not less than one month’s prior notice. The provisions in Clause 1, 2 and 3 shall survive any such termination. 8Non-Assignment This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party. 9Entire Agreement Governing Law and Jurisdiction This Agreement constitutes the entire agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be amended except by written agreement signed by all parties or by their authorised signatories. The interpretation construction and effect of this Agreement shall be governed and construed in all respects in accordance with the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.
AS WITNESS this Agreement has been signed on behalf of each party by its duly authorised representative as on the date of the year first above written SIGNED by the said [Your name/ Company name] SIGNED for and on behalf of [ The other party - eg the individual you are confiding in/ company you are seeking to exclusively trade with ] |
