Typical NDA Template for England and Wales

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Key Requirements PROMPT example:

Typical NDA

"I need a Typical NDA to protect confidential information that will be shared with a software development contractor during a six-month project starting January 2025, with specific provisions for source code and technical specifications."

Document background

This Typical NDA is essential for businesses and individuals operating under English and Welsh law who need to protect sensitive information during commercial discussions, negotiations, or business relationships. The agreement is commonly used before sharing proprietary information, trade secrets, or conducting due diligence. It provides legal protection under English law through clearly defined confidentiality obligations, permitted uses, and consequences of breach. The document is particularly relevant in today's business environment where information security is paramount.

Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names and registered addresses

2. Background: Context of the agreement and purpose of sharing confidential information between the parties

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant defined terms

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

5. Permitted Disclosures: Circumstances under which confidential information may be shared with third parties or representatives

6. Term and Survival: Duration of the agreement and obligations that survive termination

7. Return of Information: Requirements for return or destruction of confidential information upon termination or request

Optional Sections

1. Employee and Representative Obligations: Additional provisions governing the sharing of confidential information with employees and representatives

2. Intellectual Property Rights: Provisions protecting intellectual property rights in confidential information and related materials

3. Data Protection Compliance: Specific provisions ensuring compliance with data protection laws when handling personal data

4. Non-Solicitation: Restrictions on soliciting employees or customers of the other party

5. Security Measures: Specific security requirements for protecting confidential information

Suggested Schedules

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

2. Schedule 2 - Permitted Purpose: Detailed description of how confidential information may be used

3. Schedule 3 - Authorized Representatives: List of individuals or roles authorized to receive confidential information

4. Schedule 4 - Security Requirements: Specific technical and organizational security measures required for 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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Relevant Teams

Relevant Roles

Industries

Law of Contract: Common law principles governing formation and enforcement of contracts, including offer, acceptance, consideration, and intention to create legal relations

Misrepresentation Act 1967: Legislation governing false statements made during contract formation and remedies available for misrepresentation

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, ensuring fairness and reasonableness

Contracts (Rights of Third Parties) Act 1999: Governs when third parties can enforce terms of a contract made between other parties

UK General Data Protection Regulation: Post-Brexit data protection regulation governing the processing of personal data in the UK

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Privacy and Electronic Communications Regulations: Specific rules for privacy in electronic communications, complementing general data protection laws

Trade Secrets (Enforcement, etc.) Regulations 2018: Specific protection for trade secrets, including definition and enforcement measures

Employment Rights Act 1996: Key legislation governing employment relationships and rights, relevant for employee NDAs

Equality Act 2010: Protects against discrimination and promotes equality, important for ensuring NDAs don't override protected rights

Trade Marks Act 1994: Protection of trade marks that might be disclosed under the NDA

Competition Act 1998: Ensures NDAs don't contain anti-competitive provisions or restrict market competition

Enterprise Act 2002: Additional competition law considerations for business agreements including NDAs

Human Rights Act 1998: Ensures NDAs respect fundamental rights, particularly freedom of expression

Common Law Duty of Confidentiality: Judge-made law establishing basic principles of confidentiality obligations

Equitable Principles of Confidentiality: Principles developed by courts of equity governing confidential information

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Authors

Alex Denne

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