Non Disclosure and Confidentiality Agreement

What is a non disclosure and confidentiality agreement?

A non-disclosure agreement (NDA) is also known as confidentiality agreement and is a type of legal contract that sets out how information or ideas are shared in confidence. In the UK, NDAs are enforceable for three to five years, and the law and court jurisdiction are specified in the agreement.

An NDA is a legally binding document and can be used to protect various types of information, such as trade secrets, proprietary information, customer lists, and personal information. Non disclosure agreements are commonly used in a variety of contexts, including employment, business partnerships, and settlements.

It is important to carefully consider what the NDA covers and to seek legal advice to ensure that it is appropriate for the specific situation.

Non disclosure and confidentiality agreements are fundamental to protecting a company’s vital confidential and proprietary information, whether disclosed internally or in the course of engaging with other business parties.

Examples of when a non disclosure and confidentiality agreement could be used

NDAs and confidentiality agreements are commonly used in various business contexts to protect sensitive information. Some examples of their use include:

  • Mergers and acquisitions: During the early stages of exploring a potential business relationship, parties involved in mergers and acquisitions may use NDAs to keep private non-public business information confidential.
  • Joint Ventures: When two or more parties are considering a joint venture, they may enter into a confidentiality or non-disclosure agreement to protect the sensitive or private information shared during the negotiation and planning stages.
  • Employment: Employers often use NDAs to protect their proprietary information, customer lists, and other sensitive business data. This is particularly important when employees have access to confidential information as part of their role.

Unfortunately, our panel of solicitors are unable to assist on employment law matters.

  • Intellectual property licensing: In the context of licensing intellectual property, such as trademarks, patents, or copyrights, parties may be required to sign an NDA to protect the details of the licensed technology or content.
  • Settlement agreements: In the case of a legal settlement, parties may use non-disclosure agreements to keep the details of the settlement confidential, such as the sum of money agreed and the circumstances leading to the settlement.

These are just a few examples of the many situations in which non-disclosure and confidentiality agreements are used to protect sensitive information and maintain the privacy of business dealings.

Types of non disclosure agreements

There are different types of non-disclosure agreements (NDAs), including mutual and non-mutual NDAs.

  • Mutual NDAs: In a mutual NDA, both parties agree to protect each other’s confidential information. This is common in situations such as potential joint ventures, where both parties need to share sensitive information.
  • Non-Mutual NDAs: In a non-mutual NDA, only one party is restricted from disclosing confidential information. This type of NDA is often used, for example, when a new employee has access to sensitive information and is the only party signing the agreement. This may also be referred to as a unilateral NDA.

These different types of NDAs are used in various contexts, such as mergers and acquisitions, employment, intellectual property licensing, and business partnerships.

Obtaining a non disclosure and confidentiality agreement

To obtain a non-disclosure and confidentiality agreement, individuals or organisations can use various resources.

  • Online templates: There are numerous online resources that provide NDA templates. These templates can be customised to suit specific needs. However, it’s important to ensure that the template is suitable for the particular context and jurisdiction.
  • Legal assistance: Seeking legal advice from a solicitor or lawyer can ensure that the NDA is tailored to the specific requirements and is legally enforceable. Legal professionals can draft, review, and advise on the appropriate NDA for the given situation. Expert Commercial Law have a panel of commercial law solicitors with the experience and expertise required to draft these types of contracts.

What happens if a party breaches an NDA?

If a party breaches a non-disclosure agreement (NDA) in England and Wales, it can have severe financial and legal consequences.

The affected party will typically initiate a lengthy process to prove the breach, which may involve investigation by legal teams.

The consequences of breaking an NDA can include legal action, with the affected party pursuing a lawsuit for damages.

The severity of the disclosure, financial damages, and the intention behind the breach are factors that may influence the legal action taken. Breaching an NDA can lead to civil or criminal charges, resulting in fines, injunctions, and other penalties.

It’s important to understand the terms of the NDA before signing it, and seeking legal advice is recommended to fully comprehend your rights and obligations.

How can Expert Commercial Law assist?

Do you need help in drafting or agreeing to a non disclosure and confidentiality agreement? Our panel of solicitors can help. Our panel firms can also assist those seeking legal assistance as the result of a breach of an NDA.

Our solicitors also help with commercial claims, such as partnership disputesfraud claims and CCJ removal.

Please note we are not a firm of solicitors; however, we maintain a panel of trusted and regulated legal experts. If you contact us in relation to a freezing injunction query or a commercial law case, we will pass your case on to a panel firm in return for a fee from our panel firms. We will never charge you for passing your case to a panel firm.

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Please note, we are not a firm of solicitors; however, we maintain a panel of trusted and regulated legal experts. If you contact us in relation to a commercial law case, we will pass your case onto a panel firm in return for a fee from our panel firms. We will never charge you for passing on your case to a panel firm. 


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