This Model NDA is designed for use in situations where parties need to share sensitive business, technical, or commercial information while ensuring legal protection under English and Welsh law. The agreement provides a comprehensive framework for confidentiality obligations, incorporating essential elements required by statute and common law. It's particularly useful for business negotiations, joint ventures, employment relationships, and other commercial arrangements where confidential information needs to be protected. The Model NDA includes provisions for data protection, intellectual property rights, and enforcement mechanisms, while ensuring compliance with relevant legislation including the Trade Secrets Regulations 2018 and UK GDPR.
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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: Sets out core confidentiality obligations
6. Term and Termination: Duration of obligations and termination provisions
7. Return of Confidential Information: Provisions for returning or destroying confidential information
8. Governing Law and Jurisdiction: Specifies applicable law and courts
1. Permitted Disclosures: Lists circumstances where disclosure is permitted - used when specific exceptions need to be documented
2. Data Protection: Specific provisions for personal data handling - used when confidential information includes personal data
3. Intellectual Property: Provisions relating to IP rights - used when confidential information includes IP
4. Non-Solicitation: Prevents poaching of employees/clients - used in business-to-business contexts
1. Description of Confidential Information: Detailed list or categories of confidential information
2. Authorized Recipients: List of individuals/entities authorized to receive information
3. Security Requirements: Specific security measures required for information protection
Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
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