Ip Non Disclosure Agreement Template for England and Wales

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Key Requirements PROMPT example:

Ip Non Disclosure Agreement

"I need an IP Non-Disclosure Agreement to protect our new software algorithm when sharing it with potential investors in March 2025, with specific provisions for protection of our machine learning models and source code."

Document background
The IP Non-Disclosure Agreement is essential when parties need to share sensitive intellectual property information while maintaining confidentiality. Under English and Welsh law, this agreement provides crucial protection for innovations, designs, and proprietary information during business negotiations, collaborations, or potential partnerships. It's particularly important in situations where valuable IP assets need to be disclosed but must remain protected from unauthorized use or disclosure.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement

2. Background: Sets out context and purpose of the NDA

3. Definitions: Defines key terms used throughout the agreement

4. Confidential Information: Defines what constitutes confidential information

5. Obligations of Confidentiality: Details the receiving party's duties regarding confidential information

6. Term and Termination: Duration of agreement and termination provisions

7. Return of Information: Procedures for returning or destroying confidential information

Optional Sections

1. Permitted Disclosures: Special provisions detailing circumstances where confidential information can be disclosed to third parties

2. Data Protection: Specific provisions for handling personal data under UK GDPR and Data Protection Act 2018

3. IP Rights: Additional provisions regarding intellectual property rights and their protection

4. Non-Compete Provisions: Additional restrictions on competitive activities and use of information

Suggested Schedules

1. Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

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

3. Security Procedures: Specific procedures and protocols for handling and protecting 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

Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Key UK legislation implementing EU Trade Secrets Directive, providing statutory framework for protection of trade secrets and confidential information

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights, including protection of copyright works and rights in confidential information

Patents Act 1977: Legislation governing patent rights and the confidentiality requirements surrounding patent applications

Data Protection Act 2018 and UK GDPR: Legislation governing the processing and protection of personal data, relevant when NDA involves personal information

Law of Confidence: Common law principles established through case law (notably Coco v Clark) defining requirements for breach of confidence claims

Contract Law Principles: Common law principles governing contract formation, consideration, and remedies for breach under English law

Competition Act 1998: Legislation ensuring that confidentiality restrictions do not create anti-competitive effects in the market

Employment Rights Act 1996: Legislation governing employment relationships, relevant when NDAs involve employees or worker relationships

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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