Non-Disclosure Agreement
BETWEEN
[NAME], an individual residing at [ADDRESS], England and Wales, United Kingdom, with email address [EMAIL].
(Hereinafter referred to as the "Disclosing Party")
AND
[NAME], an individual residing at [ADDRESS], with email address [EMAIL].
(Hereinafter referred to as the "Receiving Party")
(Hereinafter collectively referred to as the "Parties" and each of them a "Party")
WHEREAS the Disclosing Party wishes to disclose Confidential Information to the Receiving Party for the Purpose and to protect that information against unauthorised use and disclosure;
NOW THEREFORE, the Parties agree as follows. This Non-Disclosure Agreement (the "Agreement") takes effect on the date on which the last Party signs it, as shown in the signing record (the "Effective Date").
1. Purpose.
"Purpose" means evaluating, and if the Parties so decide, pursuing a business relationship between them. The Receiving Party shall use Confidential Information solely for the Purpose.
2. Confidential Information.
"Confidential Information" means all information disclosed by or on behalf of the Disclosing Party to the Receiving Party in connection with the Purpose, whether before or after the Effective Date, in any form (oral, written, electronic, visual or by demonstration), and whether or not marked or identified as confidential. It includes in particular: ideas, concepts and know-how, including in unfinished form; business models, strategies, roadmaps and pitch material; financial, commercial and investment information such as figures, forecasts, valuations and term sheets; data, analyses, models, algorithms, prompts, source code and technical documentation; products and services, existing or contemplated; customer, supplier and partner information; inventions, designs, trade secrets and other intellectual property; notes, analyses and other material prepared by the Receiving Party that contain or reflect such information; and the fact that the Parties are in discussions, and the content and status of those discussions.
3. Exclusions.
Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully known to the Receiving Party, free of any confidentiality obligation, before disclosure by the Disclosing Party; (c) is lawfully received from a third party without breach of any confidentiality obligation owed to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. For paragraphs (b) and (d), the Receiving Party's evidence shall be sufficient to show when the information became known to it or when the independent development took place. A combination of features is not within these exclusions merely because individual features are publicly available.
4. Obligations of the Receiving Party.
The Receiving Party shall hold the Confidential Information in strict confidence and shall not disclose it to any person other than as permitted by this Agreement. It shall protect the Confidential Information with at least the same degree of care it uses for its own confidential information of similar importance, and in no event less than a reasonable degree of care, including by storing it in secured environments.
The Receiving Party may make Confidential Information available to an artificial intelligence or machine learning service for the Purpose only where the terms on which that service is provided exclude use of the input to train or improve any model, exclude disclosure of the input to any third party other than the provider's subprocessors bound by the same terms, and allow the provider to retain the input only for as long as is needed to provide the service and to monitor it for security and abuse. The Receiving Party shall not use Confidential Information to train, fine-tune, adapt or otherwise improve any model, whether that model is its own or a third party's, and shall not include Confidential Information in any dataset used for that purpose.
The Receiving Party may disclose Confidential Information only to its professional advisers who are bound by a professional duty of confidentiality, and to any other person whom the Disclosing Party has approved in writing in advance and who is bound by confidentiality obligations at least as protective as this Agreement. The Receiving Party is responsible for any act or omission of those persons as if it were its own.
The Receiving Party shall not copy Confidential Information beyond what the Purpose reasonably requires, and shall not reverse engineer, decompile, disassemble or otherwise attempt to derive the underlying structure, design, source code or logic of any prototype, product, software or material made available to it, except to the extent applicable law does not permit this to be restricted by agreement.
The Receiving Party shall notify the Disclosing Party promptly, and in any event within two (2) business days of becoming aware of it, of any loss or unauthorised disclosure or use of Confidential Information, and of any inability to account for Confidential Information in its possession or control. The Receiving Party shall give the Disclosing Party such information about the incident as it reasonably requests, shall take the steps the Disclosing Party reasonably requires to limit the consequences of the incident, and shall not make any public statement about the incident without the Disclosing Party's prior written consent. A notification under this Article is not an acknowledgement of liability by the Receiving Party, and neither the notification nor any response or absence of response by the Disclosing Party constitutes consent to the incident or a waiver of any right arising from it.
5. Compelled and Protected Disclosures.
The Receiving Party may disclose Confidential Information to the extent required by law, regulation or an order of a court or competent authority, provided that it (where lawful) gives the Disclosing Party prompt written notice, discloses no more than is required, and cooperates with the Disclosing Party's reasonable efforts to obtain confidential treatment.
Nothing in this Agreement prohibits or restricts either Party or any individual from reporting a suspected breach of law to a competent authority or regulator, or to an institution, body, office or agency of the European Union, from making a disclosure that is protected under whistleblower legislation that applies to the person making the disclosure, including Directive (EU) 2019/1937 as implemented in a Member State, from disclosing a trade secret to the extent that applicable law protects that disclosure, from discussing or disclosing conduct that the person reasonably believes to be unlawful discrimination, harassment or retaliation, a wage and hour violation or sexual assault and that the person experienced or witnessed, or from cooperating with an official investigation. No one is required to notify the Disclosing Party of a disclosure under this paragraph, and any provision of this Agreement is unenforceable to the extent it would limit, waive or restrict those rights.
Notice under the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)). An individual shall not be held criminally or civilly liable under any Federal or State trade secret law of the United States for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal and (B) does not disclose the trade secret, except pursuant to court order.
6. Ownership, No Licence and No Warranty.
All rights in the Confidential Information remain vested in the Disclosing Party or in the third party on whose behalf it is disclosed. No licence or other right in any intellectual property is granted or implied by this Agreement, other than the limited right to use Confidential Information for the Purpose. Each Party retains all rights in its own pre-existing intellectual property, ideas, concepts and know-how; sharing or discussing them under this Agreement does not transfer ownership or grant any licence or right of use.
Confidential Information is provided "as is". The Disclosing Party makes no representation or warranty as to its accuracy or completeness, except that it is entitled to disclose it, and is not liable for any decision the Receiving Party bases on it. Nothing in this Agreement obliges either Party to disclose any information, to enter into any further agreement or transaction, or to deal exclusively with the other Party.
7. Term.
This Agreement continues for 3 years from the Effective Date (the "Term"). The Receiving Party's obligations in respect of Confidential Information continue for 3 years after the end of the Term and, in respect of any Confidential Information that constitutes a trade secret under applicable law, for as long as it remains a trade secret. The provisions of this Agreement necessary to give effect to those continuing obligations, including Non-Use, Non-Circumvention, Return and Destruction, Remedies, Governing Law and Jurisdiction and Electronic Signature and Evidence, survive the end of the Term. Expiry or termination of this Agreement does not affect any right or obligation that had accrued before that expiry or termination.
8. Non-Use.
8.1 The Receiving Party shall not use Confidential Information for any purpose other than the Purpose. This obligation continues, in respect of each item of Confidential Information, for as long as the Receiving Party's confidentiality obligations in respect of that item continue under Article 7.
8.2 Until the end of the Term and for the period stated in Article 7, the Receiving Party shall not use the Confidential Information to develop, market or provide a product, service or venture. This clause 8.2 is not extended by the trade secret provision in Article 7.
8.3 Nothing in this Agreement restricts either Party from carrying on any business or activity, including in competition with the other Party, provided it does so without use of the other Party's Confidential Information, nor from using its general skills, knowledge and experience.
9. Non-Circumvention.
Where the Disclosing Party introduces the Receiving Party to a person or business (an "Introduced Contact") in connection with the Purpose, the Receiving Party shall not, for twelve (12) months from the date of that introduction or until the end of the Term, whichever is later, enter into any transaction with that Introduced Contact relating to the Purpose that bypasses the Disclosing Party, without the Disclosing Party's prior written consent. This does not apply to any person or business with whom the Receiving Party can demonstrate a pre-existing relationship, or whom it contacts independently of the introduction.
10. Return and Destruction.
On the Disclosing Party's written request, and in any event on termination or expiry of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, including copies, notes and extracts, and on request confirm this in writing. The Receiving Party may retain one archival copy to the extent required by law, regulation or its bona fide document retention policy, and need not delete copies held in routine backup systems until overwritten in the ordinary course; retained copies remain subject to this Agreement.
11. Remedies.
Each Party acknowledges that a breach of this Agreement may cause harm that damages alone do not adequately compensate. The Disclosing Party is therefore entitled to seek specific performance of this Agreement and temporary, preliminary and permanent injunctive relief against a breach or further breach of it, in interim, summary or ordinary proceedings before any court of competent jurisdiction, and to ask that court to reinforce such an order with a periodic penalty payment where it is able to do so. Those remedies are without prejudice to any other remedy available to the Disclosing Party, including compensation for any loss suffered as a result of the breach.
The Parties acknowledge that unauthorised disclosure or use of the Confidential Information causes the Disclosing Party real loss, that that loss consists principally of the loss of secrecy and of the commercial advantage secrecy confers, and that it is therefore inherently difficult to quantify. Where the fact of loss is established but its amount cannot be determined precisely, the Parties intend that the amount be assessed by the court on the basis of the evidence available, and neither Party shall resist a claim on the ground alone that the other is unable to prove the precise amount of its loss.
The rights of the Disclosing Party under this Agreement are in addition to, and do not limit, its rights in respect of trade secrets under applicable law.
12. Personal Data.
To the extent Confidential Information contains personal data, each Party shall process it only for the Purpose, in accordance with the data protection law applicable to it, and shall retain it no longer than is necessary for the Purpose. Each Party shall notify the other without undue delay of any personal data breach affecting such data.
This Agreement is not a data processing agreement. The role of each Party in respect of the processing of personal data follows from the circumstances of that processing and is not determined by this Agreement. Where the applicable data protection law requires the Parties to conclude a data processing agreement, a joint controller arrangement or a transfer mechanism in respect of processing carried out in connection with the Purpose, they shall conclude it separately, and this Agreement does not satisfy that requirement.
13. General.
This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior proposals, agreements, representations and understandings relating to it. Each Party has expressly requested that this Agreement be drawn up in English. It may be amended only in a document signed by both Parties. Neither Party may assign or transfer its rights or obligations under this Agreement without the other Party's prior written consent, which shall not be unreasonably withheld or delayed, save that a Party may assign this Agreement, on written notice to the other Party, to a group company or to a successor in the business or undertaking to which the Purpose relates. This Agreement binds each Party's permitted successors and assigns and, where a Party is an individual, that Party's estate and heirs. No person other than the Parties and their permitted successors, assigns, estates and heirs has any right to enforce any term of this Agreement. On the death of a Receiving Party who is an individual, the obligations under Articles 4 and 10 bind the estate and the heirs in respect of any Confidential Information that passes to them, and the Disclosing Party may require its return or destruction in accordance with Article 10. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties.
Where this Agreement requires anything to be in writing or in written form, email and a message given through Send NDA satisfy that requirement, as does a document signed with an electronic signature. Notices under this Agreement may be given by email to the address stated above. This does not govern the service of court documents or other formal process, which follows the applicable rules of procedure.
The failure or delay of a Party to exercise any right under this Agreement, or to notify the other Party of a breach within any particular period, is not a waiver of that right or of any other right and does not affect any remedy for that breach.
If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, that provision is severed in that jurisdiction to the extent of the invalidity or unenforceability. Words may be removed from a provision in order to sever it, but the Parties do not ask any court to rewrite a provision or to give it a meaning it does not have in order to make it enforceable. Nothing in this Article displaces a power that the law itself gives a court to modify a provision, to read it down or to reduce an amount payable under this Agreement. The remaining provisions, and that provision in any other jurisdiction, are unaffected.
14. Governing Law and Jurisdiction.
This Agreement is governed by the laws of England and Wales, without regard to its conflict-of-laws rules. Any non-contractual obligations arising out of or in connection with this Agreement are governed by the same laws, to the extent the Parties may choose the law that applies to them. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement. The Parties' choice of courts applies only so far as the law allows them to make it; where it does not, the ordinary rules of jurisdiction apply. Either Party may nevertheless seek injunctive or other interim relief in any court of competent jurisdiction.
15. Electronic Signature and Evidence.
Each Party consents to conclude and sign this Agreement electronically and agrees that the method of electronic signature used is, having regard to the purpose of this Agreement and to all the circumstances, sufficiently reliable for that purpose. Each Party agrees to be bound by its electronic signature and shall not contest the validity or admissibility of this Agreement, or of that signature, on the ground that it is electronic. This does not prevent a Party from proving that a signature was not given by it or with its authority. This Agreement may be signed in counterparts, each of which is an original.
Each signatory signs while signed in to a Send NDA account tied to that signatory's email address, using one of the following credentials issued to that account: a one-time sign-in link sent to that email address, a passkey registered on that account, or an API or OAuth token used by an application or AI agent that the signatory has connected to that account. The signing record kept by Send NDA for this Agreement includes, for each signatory, that email address, the type and identifier of the credential used but not the credential itself, the date and time of signing, the IP address and user agent from which the signature was given (for a signature given through an application or AI agent, those of that application or agent), the version of this Agreement that was signed and the SHA-256 hash of its text. A signature given with a token by an application or AI agent that a signatory has connected to their account is that signatory's own signature, and the signing record states that it was given in that way. The signing record constitutes evidence between the Parties of the fact and time of signing, of the credential used and of the content of the document signed, subject to proof to the contrary. It does not establish the identity of a signatory beyond control of that email address and of the credential used. The Parties agree on that evidential effect to the extent applicable law permits them to do so.
Agreement [ID] | Generated with Send NDA (sendnda.com), template version 1.1. Send NDA provides a document template, not legal advice, and is not a party to this Agreement. Have the Agreement reviewed by a lawyer qualified in your jurisdiction where needed.