Summary
Contents
This Non-Disclosure Agreement, in a “Download Now” Word format, is a business letter that can be used by an individual (or company) who wants to make sure that the information they pass to a third party remains confidential.
You can use this confidentiality agreement when you enter into discussions with a third party about a new project but, before you do so, you want the other party to agree to keep the information confidential if the project doesn’t go ahead.
This contract template must be countersigned by the addressee before any confidential information is released.
This Non-Disclosure Agreement can be used for a wide range of projects, from land development to the manufacture of a new product.
Drafted by solicitors for straightforward completion, the “Download Now” Non-Disclosure Agreement includes guidance on how to fill the contract template in.
Non-Disclosure Agreement Note:
This Non-Disclosure Agreement is supplied by ContractStore.com.
For obvious reasons we can't show you the actual contract template before you purchase it, but outlined below are the explanatory notes that go with it. These explain the thinking behind it, and should give you a good idea of the terms of the business contract.
Explanatory Notes Non-Disclosure Agreement
EXPLANATORY NOTES
This letter agreement is designed for use when a person wishes to enter into discussions for a new project but, before doing so, he requires the other party to agree that all information that he provides will be kept confidential and returned if the project does not go ahead. The agreement is fairly strongly worded and imposes strict obligations on the addressee. It is in the form of a letter which has to be countersigned by the addressee before any confidential information is released. It can be used for a wide range of projects – from the development of land to the manufacture of a new product.
Notes on completing the letter
1. While all the wording should be checked for suitability, wording in square brackets is optional/variable and the square brackets should be removed before the letter is finalised having taken legal advice. In some cases details need to be inserted – e.g. a description of the project in the opening paragraph.
2. The letter should be prepared and signed in duplicate. Both copies of the letter should be sent to the addressee, and one copy with the wording above inserted, should be counter-signed by the addressee and returned to the sender.
Comments on the terms of the letter.
Clause 1 makes it clear that all information is to be treated as confidential and defines what is meant by "Confidential Information". Note the exceptions in clauses 2 and 8.
Clause 2 imposes obligations on the other party to ensure that confidential information which it receives is not passed on to any third party. Where employees need to be involved, they, in turn, will have to be made subject to confidentiality undertakings. If the party providing the confidential information wants to be really careful, he may want to vary this clause so as to ensure that the recipient produces signed confidentiality undertakings from his employees and others before that information is passed on to them. Disclosure to professional advisors (e.g. lawyers, accountants) may often be appropriate and the final sentence of clause 2 provides for this.
Clause 3 restricts the copying of confidential information.
Clause 4 requires all confidential information to be returned if the negotiations break off. The final sentence restricts the other party from talking to any third party while those negotiations are in progress. This may or may not be relevant and may or may not be of significance justifying greater emphasis.
Clause 5 provides that any confidential information provided to the sender of the letter will be subject to similar obligations of confidentiality.
Clause 6 is a “catch-all” provision that prevents the other party from making use of the confidential information in any way that may be against your interests. Its main use is to act as a warning to the other Party, although there might be difficulties in relying upon this clause in any litigation.
Clause 7 obliges the other party to tell you as soon as it becomes aware that the confidentiality obligations have been breached. This is important because it allows you to take action to protect your interests as soon as possible.
Clauses 8 and 9 make it clear that confidential information will cease to be treated as confidential if it is publicly available or disclosed by order of the courts or a relevant regulatory authority. Clause 9 further provides that the other party must notify you as soon as possible it obliged by court order to disclose confidential information.
Clause 11 provides for an indemnity in your favour. An indemnity does not increase the scope of any liability for breach of the Non-Disclosure Agreement but may make it easier for you to recover your losses.
Clause 12 makes it easier for you to obtain an injunction [a speedy order from the court that obliges the other Party to desist from doing something that constitutes a breach of the Non-Disclosure Agreement].
Clause 13 specifies the governing law and provides for the courts to have jurisdiction in the event of any dispute. Sometimes confidentiality obligations contain a provision designed to allow one party to obtain an injunction in the courts preventing disclosure by the other.
Those entering into a confidentiality agreement such as this should bear in mind that enforcement of the agreement may prove to be difficult. Having said this, it is better to have a confidentiality agreement than no agreement at all if you want to maintain secrecy while you are in negotiations.
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