Non Disclosure Agreement template

Document: 2 pages Issued: February 2010 Author: Process Knowhow Email us at service@processknowhow.com if you require further information NDA agreement You might need to enter into confidential discussions and evaluations which involve sharing information with a third party or employing advisors and contractors. To create a secure and controlled environment where mutual trust can be built, the parties should enter a Non Disclosure Agreement, known also as a Confidentiality Agreement, Confidential Disclosure Agreement, CDA or NDA Agreement.

A significant number of issues arise that an NDA agreement should seek to address such as

• Implementing contractual terms to protect the confidentiality of shared information;
• Prohibiting a party from making unauthorised use of the other party’s valuable information;
• Authorising the use of specific information, by whom it may be used and for what purpose so that the parties can work in a safe environment without being accused of unauthorised use of information;
• Protecting the Intellectual Property Rights of the disclosing party so that ownership of its IPR does not transfer to the receiving party; and
• Limiting the liability for consequential losses arising from excessive reliance placed on disclosed information.

Non Disclosure Agreement template/ NDA Agreement - description

The non disclosure agreement template is provided as a two page NDA agreement. The first page is a template page to be completed with the key information specific to the application and is then signed by both parties. The second page is a detailed set of standard terms and conditions (c. 1,700 words) which creates a standardised mutual NDA agreement legal framework and defines high level words for use in the template page. Where an application requires specific bespoke terms, these are included in the template page in the space provided which overrides the standard terms.

The approach taken allows a signal non-disclosure agreement template to be efficiently tailored for a wide range of applications without editing the general purpose standard terms. This saves on the costs of developing a bespoke NDA agreement for each separate application. The two-page approach also allows the full NDA agreement to be printed on both sides of a single sheet which adds to the professional appearance and lends itself to being emailed as a .pdf or sent under a cover letter.

The standard terms include verbatim wording under the areas and headings:

• Formation of the Agreement
• Definitions of key words
• Authorised Persons
• Licence to use information
• Undertakings
• Indemnities
• Warranties
• Limitation of liability
• Termination of this agreement
• Export & Import
• Force Majeure
• General terms

Please email or call us if you require assistance with using the non disclosure agreement template or if you have a project where a NDA agreement might be appropriate and our company secretary serivce could be of help.