Specialised non-disclosure agreement

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Variants of our generic non-disclosure agreements that have been adapted for particular use cases.

Author: Alasdair Taylor
Updated: 11 April 2024
Length: 5 pages (min.)
Notes: 7 pages (min.)
Format: MS Word (.DOCX)

The specialised non-disclosure agreement comes in four versions, covering:

  • business ventures;
  • inventions;
  • media concepts; and
  • web design concepts.

NDA for business ventures

The communication, discussion and elaboration of a business proposal usually involves the disclosure of confidential information. Such confidential information may take many forms - for example, technical specifications, financial data and marketing plans. Whatever the form, the party disclosing the information should think carefully about how to protect that information from misuse and unauthorised further disclosure.

This non-disclosure agreement - an adapted version of the generic mutual/premium document that we publish - has been created for just these circumstances. It defines two separate categories of information: confidential information disclosed by the first party to the second, and confidential information disclosed by the second party to the first.

NDA for inventors

An inventor may not have the resources to commercialise an invention. In these circumstances, the inventor may seek out an industry partner. Inevitably, the partner will want details of the invention before making any commitments, but the invention is likely to be confidential. That is where a non-disclosure agreement becomes useful.

This template non-disclosure agreement defines the protected confidential information by reference to the invention concerned, in both general and specific terms. Confidential information may be supplied in documentary form, in meetings or over the telephone. As well as including an undertaking on the part of the recipient to keep the information confidential and only use it for the purposes of considering whether to enter into a business relationship with the inventor, this document includes an acknowledgement from the recipient that no intellectual property rights are transferred.

If an invention is or may be patentable, it is very important that it be kept confidential. If the invention is published, it may mean that you cannot patent it, or that any patent you do get is rendered invalid.

NDA for media concepts

The disclosure of a novel concept to a media company (whether for a book, film, theatrical production, TV show, game or other media work) may be accompanied by a concern that the media company could take the concept without notice or reward to the person or business that generated the concept. One way to help manage this sort of concern is to protect the concept with a non-disclosure agreement.

This template non-disclosure agreement is based upon our unilateral/premium NDA template, although with some important modifications. A definition of "Concept" has been added, allowing you to adapt the template for different concepts and different types of concept. The confidential information that is protected by the document is defined by reference to the concept. The document also includes a special term regarding the purposes for which the confidential information may be used: briefly, for the recipient to consider the concept and to prepare and/or refine a business proposal in relation to the concept.

NDA for web design

This non-disclosure agreement has been especially adapted for use by web designers / developers and their potential clients.

Potential clients are sometimes concerned that web designers may misuse information that is supplied in the course of obtaining a quotation - for instance, a novel business plan or idea for a website. This document can be used to allay those fears: it strikes a careful balance between the potential client's rights in confidential information on the one hand, and the web designer's right to be free from unwarranted restraints in the conduct of future business.

The template is based on our premium/unilateral NDA. It is not designed to protect the confidential information of the web designer or developer - only that of the customer. Typically, if the designer or developer is disclosing confidential information, that will only happen after signature of the main web design or web development agreement, and if necessary provisions protecting that confidential information should be incorporated into that agreement.

  1. Definitions
  2. Term
  3. First Party confidentiality obligations
  4. Second Party confidentiality obligations (not in all specialised NDAs)
  5. Publicity (not in all specialised NDAs)
  6. Intellectual property rights
  7. Warranties
  8. Termination
  9. Effects of termination
  10. General
  11. Interpretation

How is "confidential information" defined in the web designer document?

There is a three-fold definition of confidential information. Any combination of the elements of the definition may be used. The first element covers any information relating to the website disclosed in defined documents (eg a functional specification). The second element covers any information relating to the website that is disclosed at defined meetings. The third element is a catch-all, covering any information that is marked as confidential or described as confidential at the point of disclosure.

In the web design NDA, what is the web designer permitted to do with the confidential information?

Under the suggested wording, the designer can use the confidential information to consider whether to quote for the design and development of the website, to prepare such a quote, to discuss the quote with the potential client and to refine the quote as necessary. If the quote is accepted, then the information may of course be used in the design and development of the website.

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