Non-disclosure agreement (NDA)

Non-disclosure agreement (NDA)

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [insert date] by and between [insert name of disclosing party] ("Disclosing Party"), a company incorporated under the laws of England and Wales with its principal place of business at [insert address], and [insert name of receiving party] ("Receiving Party"), a company incorporated under the laws of England and Wales with its principal place of business at [insert address].

WHEREAS, Disclosing Party possesses certain confidential and proprietary information, including but not limited to [insert examples of confidential information], which it desires to disclose to Receiving Party for the sole purpose of [insert purpose of disclosing confidential information]; and

WHEREAS, the parties desire to protect the confidentiality of such information.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information. "Confidential Information" means any and all non-public information disclosed by Disclosing Party to Receiving Party, whether in writing, orally, or by any other means, including, but not limited to, trade secrets, business plans, financial information, marketing plans, customer lists, and any other information identified by Disclosing Party as being confidential.

2. Non-Disclosure and Non-Use Obligations. Receiving Party agrees to maintain the confidentiality of the Confidential Information and not to use the Confidential Information for any purpose other than [insert purpose of disclosing confidential information]. Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential and proprietary information, but in no event less than reasonable care.

3. Permitted Disclosures. Receiving Party may disclose Confidential Information to its employees, agents, and contractors who need to know such information for the purpose of fulfilling Receiving Party's obligations under this Agreement, provided that such employees, agents, and contractors are subject to obligations of confidentiality and non-use substantially similar to those set forth in this Agreement. Receiving Party may also disclose Confidential Information as required by law, provided that Receiving Party provides Disclosing Party with prior written notice of such requirement and cooperates with Disclosing Party in seeking confidential treatment of such information.

4. Return of Confidential Information. Upon Disclosing Party's request or termination of this Agreement, Receiving Party shall promptly return all Confidential Information to Disclosing Party or destroy all copies of the Confidential Information and certify in writing that such destruction has been completed.

5. Remedies. Receiving Party acknowledges that the Confidential Information is of great value to Disclosing Party and that any breach of this Agreement by Receiving Party may cause irreparable harm to Disclosing Party. Therefore, in addition to any other remedies available at law or in equity, Disclosing Party shall be entitled to injunctive relief to enforce the provisions of this Agreement without the necessity of proving actual damages.

6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

7. Jurisdiction. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

8. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral.

9. Amendment and Waiver. This Agreement may not be amended or waived except in writing signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Insert name of Disclosing Party]

By: _______________________________ Name: _____________________________ Title: __________________

[Insert name of Receiving Party]

By: _______________________________ Name: _____________________________ Title: ______________________________