Consultant Non Disclosure Agreement Template for England and Wales

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Key Requirements PROMPT example:

Consultant Non Disclosure Agreement

"I need a Consultant Non Disclosure Agreement under English law for a technology consultant who will be working on our new AI project, with specific provisions for protecting our source code and algorithmic trade secrets."

Document background
A Consultant Non Disclosure Agreement is essential when engaging external consultants who will have access to sensitive business information. This agreement, governed by English and Welsh law, establishes clear obligations for maintaining confidentiality, defines what constitutes confidential information, and outlines the permitted uses and handling requirements. It provides legal protection for intellectual property, trade secrets, and other sensitive business information, while enabling necessary information sharing for the consultant to perform their duties effectively.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Confidentiality Obligations: Core confidentiality requirements and restrictions

5. Permitted Uses: Allowed uses of confidential information

6. Return of Information: Requirements for returning or destroying confidential information

7. Term and Survival: Duration of agreement and surviving obligations

8. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Data Protection: Additional provisions for personal data handling when personal data processing is involved

2. Intellectual Property: IP rights and ownership provisions when IP is likely to be created during consultancy

3. Non-Solicitation: Restrictions on soliciting employees or clients when consultant will have access to sensitive business relationships

4. Third Party Rights: Rights of third parties under the agreement when third parties might need to enforce rights

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of information covered by the agreement

2. Schedule of Permitted Recipients: List of authorized persons who may access confidential information

3. Data Processing Schedule: Details of any personal data processing activities

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Key legislation implementing the EU Trade Secrets Directive that defines trade secrets and establishes their protection under English law

Data Protection Act 2018 and UK GDPR: Comprehensive data protection legislation governing the handling of personal data, including data protection principles and data subject rights

Law of Property (Miscellaneous Provisions) Act 1989: Fundamental contract law legislation governing formalities of contracts and property transactions

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract to which they are not directly party

Employment Rights Act 1996: Key legislation helpful in distinguishing employment relationships from consultancy arrangements

Equality Act 2010: Legislation governing non-discrimination provisions and equality requirements in contractual relationships

Common Law Doctrine of Confidentiality: Established legal principles protecting confidential information and trade secrets through case law

Reasonableness Doctrine: Common law principle requiring restrictive covenants to be reasonable in scope, duration, and geographic extent

Legitimate Business Interests Doctrine: Common law principle requiring that confidentiality provisions protect genuine business interests rather than simply restrict competition

Public Policy Considerations: Common law principles balancing contract enforcement against public interest and policy concerns

Competition Law: Legal framework ensuring confidentiality provisions do not unfairly restrict competition or create market dominance

Copyright, Designs and Patents Act 1988: Legislation governing intellectual property rights protection, particularly relevant for consultancy work products

Trade Marks Act 1994: Legislation protecting trademarks and brand-related intellectual property that may be disclosed during consultancy

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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