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 do I use this document? for shareholders to have rights of first refusal on a proposed issue of new shares for inclusion in the company’s existing Articles of Association for a private limited company incorporated in England and Wales in conjunction with a shareholder resolution to amend the Articles of Association – see Shareholder resolution – amend Articles of Association What are the key features? pre-emption rights offer and acceptance process provision for pre-emptive rights to be disapplied with the consent of either a specified investor or the holders of not less than 75% of all of the shares in issue allowance for grant of options and allotment of shares under an employee share scheme requirement for any new shareholder to adhere to the company’s Shareholders Agreement ITEPA election wording for shares allotted to directors/employees What other documents are available? For pre-emption rights on the transfer of shares, see Articles of Association – pre-emption (share transfer)

Confidentiality Agreement/NDA: Mutual – Long

Name: Confidentiality Agreement/NDA: Mutual - Long - PaperRock Documents
SKU: NDA001.002
Price: 45.00 GBP
Availability: InStock

A comprehensive NDA, in the form of an agreement, for the mutual disclosure of confidential information and for use in general business transactions and joint ventures. It ensures equal protection for both parties’ confidential information.

for general business transactions or joint ventures
where both parties 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 each other’s employees
contractual indemnity for confidentiality breaches
duration of agreement

What other documents are available?

For a shorter form of mutual confidentiality agreement, see

NDA: mutual (short)

For forms of confidentiality agreement where only one party will disclose confidential information see

Description

When do I use this document?

for shareholders to have rights of first refusal on a proposed issue of new shares
for inclusion in the company’s existing Articles of Association
for a private limited company incorporated in England and Wales
in conjunction with a shareholder resolution to amend the Articles of Association – see
- Shareholder resolution – amend Articles of Association

What are the key features?

pre-emption rights offer and acceptance process
provision for pre-emptive rights to be disapplied with the consent of either a specified investor or the holders of not less than 75% of all of the shares in issue
allowance for grant of options and allotment of shares under an employee share scheme
requirement for any new shareholder to adhere to the company’s Shareholders Agreement
ITEPA election wording for shares allotted to directors/employees

What other documents are available?

For pre-emption rights on the transfer of shares, see

Articles of Association – pre-emption (share transfer)

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£45.00 exc VAT

Updated by a lawyer on 04/11/2025

Updated By a lawyer on 01/05/2023

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Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Confidentiality Agreement/NDA: Mutual – Long

When do I use this document?

What are the key features?

What other documents are available?

When do I use this document?

What are the key features?

What other documents are available?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Common issues that occur when negotiating NDA’s and how to avoid them

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

Confidentiality Agreement/NDA: Mutual – Long

When do I use this document?

What are the key features?

What other documents are available?

When do I use this document?

What are the key features?

What other documents are available?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Related Articles

Common issues that occur when negotiating NDA’s and how to avoid them

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

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