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Non Disclosure Agreement (unilateral, standard)

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

Non Disclosure Agreement (unilateral, standard)

Non Disclosure Agreement (unilateral, standard)


Price: £10.00 (Including VAT at 20%)

This is a standard unilateral non disclosure agreement template. It is suitable for use in relation to a wide range of situations where one person is disclosing information to another person and wants that other person to keep the information secret. For instance, the non disclosure agreement may be suitable for use to protect a business idea that is disclosed to potential suppliers or investors, or to protect an invention that is disclosed to potential manufacturers or business partners, or to protect a literary or artistic work that is disclosed to a potential publisher.

You can see a selection of sections from this template here:

Sample Non Disclosure Agreement

As well as requiring that the confidential information be kept secret, the non disclosure agreement includes optional provisions specifying that the recipient of the information should act in good faith in relation to the information, and should not use it except for a stated purpose. In addition, the agreement includes a provision requiring the recipient to take reasonable care in relation to the security of the information, and to take all steps to secure the confidential information that it takes in relation to its own confidential information.

In certain specified circumstances the recipient may disclose the confidential information supplied under the agreement to a third party, for example where it has a legal obligation to make the disclosure.

The confidentiality obligations in the non disclosure agreement are of an indefinite duration.

This basic non disclosure agreement includes these clauses:

(1) Definitions
(2) Term
(3) Confidentiality obligations
(4) Warranties
(5) Termination
(6) General

You should also consider our premium unilateral NDA template. In addition to the provisions in the basic agreement, the premium agreement includes more detailed confidentiality obligations, an indemnity, non-publicity provisions, a data processor clause, an IPR clause and contractual notice provisions.

The non disclosure agreement template is 6 pages long (including the cover sheet) and is provided in Word (.doc) format.

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Non Disclosure Agreement Q&A

Non Disclosure Agreement Q&A

The sample non disclosure agreement seems to only be applicable to companies. I'm a sole trader. Can I use it?

Yes - there are alternative parties clauses for individuals (sole traders) and partnerships.

What sorts of information, exactly, can be protected by this non disclosure agreement?

In line with standard drafting practice, the NDA uses a defined term, "Confidential Information", to describe the information that is the subject of the agreement. The definition is flexible and you can adapt it to cover whatever information you want covered - although non disclosure obligations in relation to some categories of information, such as information in the public domain, may be unenforceable. The three suggested categories under the NDA are as follows.

  • First, information supplied that is marked as confidential, has been described as confidential or should have been understood to be confidential.
  • Second, the terms of the NDA.
  • Third, any specific information listed in the NDA.
Other possibility might include "information disclosed by X to Y during the meeting taking place on Z" or "information disclosed by X to Y in an email titled Z dated W".

This documents seems rather long for a "standard" confidentiality agreement. Why is it 6 pages long?

After you have removed the cover page, deleted the guidance notes and deleted any of the optional provisions that you do not require, the document should be 3 or 4 pages. It can then easily be reduced to 1 or 2 pages by changing the font and formatting.

What basic obligations does this place upon the party to whom the information is given?

There are five basic obligations. First, the recipient of the information must keep it confidential and not disclose it. Second, the recipient must use at least reasonable security measures to protect the confidential information. Third, the recipient must act in good faith in relation to the confidential information. Fourth, the information may only be used for a defined purpose.

These basic obligations may be made subject to exceptions.

Can information supplied under this agreement be disclosed to the recipient's legal advisers?

Text is included to cover this eventuality. Rights to disclose to advisers (and others) may be made subject the adviser having a professional obligation to keep the information confidential, or to the adviser entering into separate confidentiality undertakings.

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


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