A Guide to Our One Way Non Disclosure Agreements
by Kate Mccormick - Solicitor
Our guide to our one way non disclosure agreement will tell you all the information you will need to fill out the document and provide you with step by step instuctions on how to do so.
A Guide to Our One Way Non Disclosure Agreement
This One Way Non Disclosure Agreement is for use by a business to protect the confidential information that it will be disclosing to another party in the course of a business relationship. This Agreement is appropriate where only one party to the relationship will be disclosing confidential information.
Clauses in this One Way Non Disclosure Agreement
Cover page - you will need to insert the names of party 1 (the Disclosor of the information) and party 2 (the Recipient of the information).
Between – this clause defines the parties to the Agreement. You need to insert the details of both parties here including their business/company name and registered number (if either party is a registered company) and registered office or trading address.
Definitions and Interpretation – this clause defines the main terms used in the Agreement.
Purpose and Use of Disclosed Information – you will need to carefully define the Confidential Information that is being disclosed, in clause 2.1. Alternatively, you can include a Schedule for this purpose and refer to the ‘attached Schedule’. In clause 2.2 you need to list the purposes for which the Recipient may use the Confidential Information disclosed to them. Again, you may wish to attach a Schedule for this purpose. The information that you provide in these clauses is key to the Agreement. You should include all information that you wish to protect but not make the definition so broad that it is unreasonable and/or unenforceable. You should also not include information that is not actually confidential, for example because it is too trivial or has already been made public in some way or because the Recipient can obtain it from somewhere else. (You can refer to clause 4 in this regard and state ‘except for any information covered by clause 4’). One option is to mark any information that you want protected as ‘confidential’ and then use this as the basis of the definition in clause 2.1.
Obligations – this clause creates an absolute obligation on the Recipient to keep the Confidential Information safe and not to disclose it to any third party other than in accordance with the terms of the Agreement. You could make this less strict by requiring the Recipient to take all reasonable steps to protect the information but this will depend on the degree of sensitivity of the information to the Disclosor.
Non Confidential – this clause explains when information will not be considered to be confidential, in law or by written agreement between the parties, and so will not be protected by the Agreement.
Permitted Third Party Disclosure – this clause enables the Recipient to make limited disclosures of the Confidential Information, where it is necessary to achieve the Permitted Purpose.
Copies – the purpose of this clause is to try to ensure that the Recipient remains in control of the Confidential Information and does not reproduce it any more than is necessary.
Forced Disclosure – this clause permits the Recipient to make disclosures of the Confidential Information that it is required to by law or by a Government body. The Recipient must warn the Disclosor in advance of the fact that it will be disclosing the information and certify that the disclosure is necessary.
Warranty – the aim of this clause is to prevent the Disclosor from disclosing information to the Recipient that it does not have the right to disclose, for the protection of the Recipient.
Announcements – this clause is mutual obligation on both parties not to reveal details about the Agreement without the other’s prior written consent.
Indemnity – if either party breaches the terms of the Agreement, this clause enables the other to claim full reimbursement of any foreseeable loss, costs and expenses that they experience as a result of the other party’s breach.
Assignment - this clause prevents either party from assigning their rights under the Agreement to a third party without the consent of the other. This is a standard provision.
Third Party Rights - this clause excludes the Contracts (Rights of Third Parties) Act 1999 from applying to the Agreement so that only the parties to the Agreement can enforce it.
Variation – this clause ensures that the Agreement is not varied unintentionally or otherwise by informal or oral statements or acts. It provides certainty and ensures that the provisions can be relied on exactly as they are set out in the Agreement, unless the correct procedure has been followed for amending them.
Governing Law and Jurisdiction - If either party is based abroad, you may wish to change the jurisdiction clause to reflect this and/or make it non-exclusive. Where the parties based in the UK, the jurisdiction should be exclusively that of England and Wales.
Signature clause – this clause makes the Agreement enforceable. You need to insert the names of both parties and the officers signing on their behalf. Both parties need to sign the Agreement here. Once both parties have signed the Agreement, it should be dated on the Cover Page and also at the top of Page 1. This is the date that the Agreement will commence. Both parties should keep a copy of the signed Agreement.
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