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Non Solicitation Non Disclosure Agreement for the United Kingdom

Non Solicitation Non Disclosure Agreement Template for England and Wales

A comprehensive legal agreement governed by English and Welsh law that combines both non-solicitation and non-disclosure provisions. It prevents parties from poaching employees, clients, or suppliers while also protecting confidential information shared during business relationships. The agreement incorporates specific provisions compliant with UK data protection legislation and common law principles on restraint of trade, ensuring enforceability while maintaining reasonable restrictions.

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Non Solicitation Non Disclosure Agreement

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What is a Non Solicitation Non Disclosure Agreement?

The Non Solicitation Non Disclosure Agreement is essential for businesses operating under English and Welsh law seeking to protect their competitive interests and confidential information. This document is particularly vital when parties enter into business relationships involving sensitive information exchange or when employees have access to valuable business connections. It combines protective measures against both the solicitation of employees, clients, or suppliers, and the unauthorized disclosure of confidential information. The agreement must be carefully drafted to ensure compliance with UK legislation, including data protection laws and common law principles on restraint of trade, while maintaining reasonable and enforceable restrictions.

What sections should be included in a Non Solicitation Non Disclosure Agreement?

1. Parties: Identification and details of all parties to the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Confidentiality Obligations: Core confidentiality provisions and duties

5. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or suppliers

6. Duration: Time period for which restrictions apply

7. Permitted Disclosures: Circumstances where disclosure is allowed

8. Return of Confidential Information: Obligations regarding return or destruction of confidential materials

9. Breach and Remedies: Consequences of breach and available remedies

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

1. Data Protection: Specific provisions for personal data handling when personal data is involved

2. International Transfer: Provisions for cross-border information transfer when parties are in different jurisdictions

3. Intellectual Property: Protection of IP rights when intellectual property is part of confidential information

4. Survival: Provisions specifying which obligations survive termination of the agreement

What schedules should be included in a Non Solicitation Non Disclosure Agreement?

1. Schedule of Confidential Information: Detailed list of what constitutes confidential information

2. Schedule of Restricted Clients/Customers: List of specific clients/customers covered by non-solicitation

3. Schedule of Restricted Employees: List of employees covered by non-solicitation provisions

4. Data Processing Schedule: Details of data processing activities if relevant

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 legislation implementing the EU Trade Secrets Directive that defines trade secrets, their protection, and outlines remedies for breach. Essential for the confidentiality provisions of the agreement.

Employment Rights Act 1996: Primary legislation governing employment rights in England and Wales, particularly relevant for non-solicitation provisions and ensuring restrictions on employees are reasonable.

Common Law Restraint of Trade: Legal principles requiring that restrictive covenants must be reasonable in scope, duration, and geographic area, while only protecting legitimate business interests.

Data Protection Act 2018 and UK GDPR: Legislation governing the processing and protection of personal data, including obligations for data handlers and regulations on cross-border data transfers.

Contract Law Principles: Fundamental legal principles ensuring valid contract formation, including consideration, intention to create legal relations, and certainty of terms.

Misuse of Confidential Information: Common law principles protecting against breach of confidence, including equitable principles and remedies for unauthorized disclosure.

Competition Law: Including Enterprise Act 2002 and Competition Act 1998, ensuring that restrictive covenants don't breach competition regulations or create unfair market conditions.

Human Rights Act 1998: Legislation protecting fundamental rights including right to work, freedom of association, and privacy rights, which must be balanced against business protections.

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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