Electronic Non Disclosure Agreement Template for England and Wales

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Key Requirements PROMPT example:

Electronic Non Disclosure Agreement

"I need an Electronic Non Disclosure Agreement for my UK-based software company to protect sensitive technical information when sharing it with potential investors, particularly focusing on our proprietary AI algorithms and cloud infrastructure specifications."

Document background
The Electronic Non Disclosure Agreement serves as a crucial legal instrument in today's digital business environment, where sensitive information is predominantly shared through electronic means. This agreement, governed by English and Welsh law, is specifically designed to address the unique challenges of protecting digital confidential information, including provisions for electronic signatures, digital data security, and online information sharing. It is particularly relevant for technology-driven transactions, remote collaborations, and digital business operations where traditional paper-based NDAs may not adequately address electronic data protection requirements.
Suggested Sections

1. Parties: Identification of the parties entering into the NDA, including full legal names and registered addresses

2. Background: Context and purpose of the agreement, including the nature of the confidential relationship

3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Permitted Purpose', and 'Representatives'

4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information

5. Permitted Use: Specific allowed uses of confidential information and the scope of permitted disclosure

6. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

7. Return of Information: Requirements for returning or destroying confidential information upon termination or request

Optional Sections

1. Security Measures: Specific technical and organizational requirements for protecting electronic data and information systems

2. International Transfer: Provisions governing the transfer of confidential information across international borders

3. Employees and Contractors: Requirements and restrictions for sharing confidential information with employees, agents, and contractors

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed categorization and description of information covered by the NDA

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Technical specifications and procedures for handling and protecting electronic confidential information

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 legal definitions
Clauses
Industries

UK GDPR and Data Protection Act 2018: Core data protection legislation governing the processing, storage, and transfer of personal data in the UK post-Brexit

Privacy and Electronic Communications Regulations 2003: Specific regulations governing electronic communications, including rules about confidentiality of information

Electronic Communications Act 2000: Legislation providing legal framework for electronic signatures and electronic commerce in the UK

Electronic Signatures Regulations 2002: Regulations governing the use and validity of electronic signatures in legal documents

eIDAS Regulation (UK retained version): Rules governing electronic identification and trust services for electronic transactions in the UK market

Common Law Contract Principles: Fundamental principles of contract formation including offer, acceptance, consideration, and intention to create legal relations

Law of Confidentiality: Common law and equitable principles governing confidential information and breach of confidence

Trade Secrets (Protection) Regulations 2018: Specific regulations protecting trade secrets and confidential business information

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights that might be disclosed under the NDA

Competition Act 1998: Legislation ensuring NDAs do not create anti-competitive restrictions or market barriers

Civil Procedure Rules: Rules governing civil litigation in England and Wales, relevant for enforcement of NDA breaches

Employment Rights Act 1996: Employment law considerations when NDAs involve employees or workers

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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