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Non Disclosure Agreement (unilateral, premium)

Online Catalogue | Non Disclosure Agreements |  Non Disclosure Agreement (unilateral, premium)

Non Disclosure Agreement (unilateral, premium)

Non Disclosure Agreement (unilateral, premium)


Price: £15.00 (Including VAT at 20%)

This is a premium one-way NDA (non disclosure agreement) template, designed to protect the confidential information that one person discloses to another. It may be suitable for use in many different circumstances where confidential information is being disclosed. For example, the premium NDA may be used in relation to the disclosure of an invention, a copyright work or a business idea, proposal or plan.

Sample sections of the standard version of this NDA can be viewed here:

Sample NDA

The fundamental obligation under the NDA is for the recipient to keep the information disclosed secret. In addition, the recipient may be obliged to only use the information in good faith and for specified purposes. The recipient must also keep the information secure.

In some limited situations the recipient may have a right to disclose the information to another person, for instance where it needs to disclose the information to its professional advisers.

This premium NDA includes provisions (absent from the standard non disclosure agreement) containing more detailed non disclosure undertakings obligations and an indemnity benefiting the disclosor. It also includes a publicity clause, a data protection clause, an intellectual property rights clause and a formal notice clause.

The titles of the provisions in the NDA are as follows:

(1) Definitions and interpretation
(2) Term
(3) Confidentiality obligations
(4) Warranties
(5) Indemnity
(6) Publicity
(7) Data protection
(8) Termination
(9) General

The NDA is 8 pages long (including the cover sheet) and is provided in Word (.doc) format.

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NDA Q&A

NDA Q&A

We are disclosing information to a potential business partner. We don't want him to pass the information on. Also, we don't want him using the information in his own business. Does the NDA prohibit this sort of thing?

The NDA employs the concept of a "permitted purpose". For example, you might define the permitted purpose under the NDA as "considering the possibility of, and negotiating in respect of, an investment in XYZ Ltd". The person receiving the information undertakes not to use the information for any purpose except the permitted purpose.

What is the function of the data protection clause in this document?

This is a data processor clause. Under UK and EU data protection law, when a person who controls data (known as a data controller) passes that data to another for processing (the data processor) then there are certain requirements that need to be met. The data processor clause is intended to help with these.

We will be giving certain information to an associate, who will need to pass that information on to certain others. But we don't want it going any further. Does the NDA cover this?

There are two separate clauses that are relevant here.

First, the NDA provides that the confidential information may be passed on to another where the express consent of the disclosor has been obtained. Optionally, such disclosures must be under conditions of confidentiality no less onerous than those contained in the NDA.

Second, where you can identify in advance the classes of person to whom the information may be disclosed, then these can be listed in the agreement. You may specify that such persons must be bound by a written agreement or professional obligation to protect the confidentiality of the information.

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Online Catalogue | Non Disclosure Agreements |  Non Disclosure Agreement (unilateral, premium)


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