Why use Confidentiality Agreements?

Confidentiality Agreements (also known as NDAs) are used in corporate and commercial transactions as a preliminary agreement to enable parties to disclose confidential information prior to them discussing the main transaction. By first entering into an NDA, the parties can exchange confidential information with each other with the assurance that, if the negotiations on the main transaction break down, the confidential information which has been disclosed will be protected by a legally enforceable agreement.

Which provisions of this NDA might require negotiation?

There are several provisions of this NDA which the potential recipient of the confidential information may find difficult to accept. These include: non-solicitation covenants restricting the recipient from soliciting the disclosing party’s employees a contractual indemnity for breach of the confidentiality obligations the duration of the agreement The explanatory guidance notes which accompany the document explain how these provisions might be negotiated between the parties to achieve a more balanced position between them.

When should I use this document? for general business transactions or joint ventures where only one party will disclose confidential information for a longer form NDA with strong legal protections for the discloser of information What are the key features? 17 clauses over 9 pages definitions of Confidential Information and Proposed Transaction confidentiality obligations authorised recipients of Confidential Information circumstances permitting compulsory disclosure procedure for returning Confidential Information to its owner prohibition on poaching the disclosing party’s employees contractual remedies for breach of the NDA, including contractual indemnity in favour of the disclosing party duration of agreement What else do I need to know? It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement: non-solicitation covenants a contractual indemnity for breach of the confidentiality obligations the duration of the agreement What other documents are available? For a shorter form of one way confidentiality agreement, see NDA: one-way (short) . For forms of confidentiality agreement where both parties will disclose confidential information to the other see NDA: mutual (long) NDA: mutual (short)

Confidentiality Agreement/NDA: one way – long

Name: Confidentiality agreement template - NDA: one way (long) Paper Rock Docs
SKU: NDA003.001
Price: 25.00 GBP
Availability: InStock

A comprehensive NDA, in the form of an agreement, for the unilateral disclosure of confirmation information and for use in general business transactions and joint ventures. It contains robust legal protections for the benefit of the disclosing party.

for general business transactions or joint ventures
where only one party will disclose confidential information
for a longer form NDA with strong legal protections for the discloser of information

What are the key features?

17 clauses over 9 pages
definitions of Confidential Information and Proposed Transaction
confidentiality obligations
authorised recipients of Confidential Information
circumstances permitting compulsory disclosure
procedure for returning Confidential Information to its owner
prohibition on poaching the disclosing party’s employees
contractual remedies for breach of the NDA, including contractual indemnity in favour of the disclosing party
duration of agreement

What else do I need to know?

It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement:

non-solicitation covenants
a contractual indemnity for breach of the confidentiality obligations
the duration of the agreement

What other documents are available?

For a shorter form of one way confidentiality agreement, see

NDA: one-way (short).

For forms of confidentiality agreement where both parties will disclose confidential information to the other see

Description

When should I use this document?

for general business transactions or joint ventures
where only one party will disclose confidential information
for a longer form NDA with strong legal protections for the discloser of information

What are the key features?

17 clauses over 9 pages
definitions of Confidential Information and Proposed Transaction
confidentiality obligations
authorised recipients of Confidential Information
circumstances permitting compulsory disclosure
procedure for returning Confidential Information to its owner
prohibition on poaching the disclosing party’s employees
contractual remedies for breach of the NDA, including contractual indemnity in favour of the disclosing party
duration of agreement