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Non Disclosure Agreement For Investors for the United Kingdom

Non Disclosure Agreement For Investors Template for England and Wales

A legally binding agreement under English and Welsh law designed to protect confidential information shared during investment discussions and due diligence processes. The agreement ensures that sensitive business information, including financial data, trade secrets, and intellectual property, remains confidential when shared with potential investors. It includes specific provisions for the handling, storage, and eventual return or destruction of confidential information, while allowing necessary disclosures for investment evaluation.

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Non Disclosure Agreement For Investors

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What is a Non Disclosure Agreement For Investors?

A Non-Disclosure Agreement For Investors is essential when companies seek investment and need to share sensitive business information with potential investors. This agreement, governed by English and Welsh law, provides legal protection for confidential information during investment discussions, due diligence, and negotiations. It typically covers financial projections, business plans, customer data, intellectual property, and other proprietary information. The document is particularly crucial in early-stage investment discussions where sensitive information needs to be shared before any investment commitment is made.

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

1. Parties: Identifies and defines the disclosing and receiving parties

2. Background: Context of the potential investment and need for confidentiality

3. Definitions: Defines key terms including Confidential Information, Trade Secrets, and Permitted Purpose

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances when confidential information can be shared with advisors, employees, or as required by law

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

7. Return of Information: Requirements for returning or destroying confidential information upon request or termination

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

1. Non-Circumvention: Prevents direct contact with disclosed business contacts or opportunities without involving the disclosing party

2. Non-Solicitation: Prevents poaching of employees or clients identified through confidential information

3. Data Protection Provisions: Specific obligations regarding handling of personal data under UK GDPR and Data Protection Act

4. Securities Trading Provisions: Restrictions on trading based on confidential information and insider trading provisions

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

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

2. Schedule of Authorized Recipients: List of permitted recipients and their roles in relation to the confidential information

3. Information Security Requirements: Technical and organizational measures required for protecting confidential information

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions


























Clauses


























Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Key UK legislation implementing EU Trade Secrets Directive that defines and governs the protection of trade secrets. Essential for determining what constitutes protected confidential 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 of individuals.

Common Law Contract Principles: Fundamental principles including consideration, intention to create legal relations, capacity to contract, and offer and acceptance. Forms the basis of contract enforceability.

Financial Services and Markets Act 2000: Regulates financial activities and investments, including disclosure requirements. Particularly relevant for investor NDAs involving regulated financial activities.

Companies Act 2006: Defines directors' duties and corporate disclosure obligations. Relevant for ensuring NDA compliance with corporate law requirements.

Equitable Principle of Confidentiality: Common law principle establishing the fundamental duty of confidentiality and the requirements for protection of confidential information.

Restrictive Covenant Principles: Legal principles governing restrictions on use and disclosure of information, including requirements for reasonableness and enforceability.

Remedies for Breach: Legal framework for available remedies including injunctive relief and damages in case of NDA breach.

Duration Principles: Legal principles governing reasonable duration of confidentiality obligations and their enforceability over time.

Territorial Scope Considerations: Legal principles regarding the geographical extent of the agreement's enforceability and cross-border implications.

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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