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Non Disclosure Agreement For Contractors Template for England and Wales

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Key Requirements PROMPT example:

Non Disclosure Agreement For Contractors

"I need a Non Disclosure Agreement For Contractors to protect our proprietary software code and development methodologies, as we're bringing on three freelance developers starting March 2025 who will need access to our codebase and internal documentation."

What is a Non Disclosure Agreement For Contractors?

The Non-Disclosure Agreement For Contractors is essential when engaging independent contractors who will have access to sensitive business information. This agreement, governed by English and Welsh law, provides comprehensive protection for confidential information, trade secrets, and intellectual property. It defines the scope of confidential information, establishes clear obligations for contractors, and includes provisions for the return or destruction of confidential materials upon project completion. The document is particularly important for businesses working with external specialists who require access to proprietary information to perform their services.

What sections should be included in a Non Disclosure Agreement For Contractors?

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement, including definition of Confidential Information

4. Obligations of Confidentiality: Core confidentiality obligations and restrictions on use of confidential information

5. Term and Termination: Duration of obligations and termination provisions

6. Return of Confidential Information: Provisions for returning or destroying confidential information upon termination

7. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

What sections are optional to include in a Non Disclosure Agreement For Contractors?

1. Data Protection: Provisions relating to handling of personal data under UK GDPR and Data Protection Act 2018

2. Intellectual Property Rights: Provisions protecting IP rights in confidential information

3. Non-Competition: Additional restrictions on competitive activities during and after the agreement

4. Assignment: Rights and restrictions regarding transfer of obligations under the agreement

What schedules should be included in a Non Disclosure Agreement For Contractors?

1. Schedule 1 - Description of Services: Detailed description of contractor's services and scope of work

2. Schedule 2 - Specific Confidential Information: Detailed list or categories of confidential information covered by the agreement

3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶ÒõÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
















Clauses

















Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Primary UK legislation implementing EU Trade Secrets Directive that defines and governs the protection of trade secrets. Essential for establishing what constitutes protected information in the NDA.

Data Protection Act 2018 and UK GDPR: Legislation governing the processing and protection of personal data. Relevant when confidential information includes personal data and determines how such data must be handled.

Copyright, Designs and Patents Act 1988: Legislation protecting intellectual property rights and handling of copyrighted materials. Important for NDAs where confidential information includes IP-protected content.

Employment Rights Act 1996: While primarily for employees, relevant for establishing clear contractor status and understanding whistleblowing provisions that cannot be contracted out of.

Law of Confidence: Common law principles establishing requirements for information to qualify as confidential and principles regarding breach of confidence.

Contract Law Principles: Common law principles governing contract formation, including consideration, reasonableness of restrictions, and enforceability of contractual terms.

Competition Law: Legal framework ensuring that confidentiality restrictions in the NDA do not create anti-competitive effects in the market.

Human Rights Act 1998: Legislation protecting fundamental rights, particularly relevant for ensuring NDA restrictions are proportionate and don't unduly restrict freedom of expression.

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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