NDA Template

Overview

This template is used before any discovery call, technical discussion, or due-diligence process. It creates a legally binding commitment for both parties not to disclose information shared in confidence.

If you have your own preferred NDA, we are happy to review it. Otherwise, send us your company details and we will issue a pre-populated copy for signature within 4 business hours.

The parties

Both parties are simultaneously "Disclosing Party" and "Receiving Party" — the NDA is fully mutual.

Confidential information

Confidential Information means any non-public information, including but not limited to:

Information does not need to be marked "confidential" to be protected — context determines classification.

Obligations of both parties

• Use Confidential Information only for the purpose of evaluating or conducting the potential engagement
• Not disclose Confidential Information to any third party without prior written consent
• Protect Confidential Information with at least the same care used for your own confidential data (and no less than reasonable care)
• Limit access to employees or advisors on a strict need-to-know basis — and ensure they are bound by equivalent obligations
• Promptly notify the other party in writing of any actual or suspected unauthorised disclosure

Exclusions

• Information that is or becomes publicly available through no fault of the Receiving Party
• Information already known by the Receiving Party before disclosure (evidenced in writing)
• Information independently developed without reference to the Confidential Information
• Information that must be disclosed by law or court order — where required, the Receiving Party will give reasonable prior notice to the Disclosing Party

Term & survival

IP & reverse engineering

Nothing in this NDA transfers ownership of any intellectual property. Disclosure of Confidential Information does not grant any licence, right, or title to any patent, copyright, trademark, or trade secret.

• The Receiving Party will not reverse-engineer, decompile, or disassemble any Confidential Information
• All Confidential Information and copies remain the property of the Disclosing Party
• On request or termination, all materials must be returned or securely destroyed within 14 days

Remedies

Governing law

This agreement is governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

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