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A Confidentiality Agreement, also known as Non-Disclosure Agreement (NDA), is particularly useful if you are disclosing information in any of the following circumstances:


  • entering into a joint venture;
  • negotiating the sale and purchase of a business;
  • entering into an agency or distribution agreement;
  • entering into an outsourcing agreement;
  • entering into a commercial agreement.


A Confidentiality Agreement should be used where one or both parties are intending to disclose valuable confidential information such as business ideas, trade secrets or financial information. It aims to protect the confidential information and regulates the relationship between the parties.


Please note that confidential information is protected under Common Law in the UK, provided that the information is actually confidential, is disclosed under circumstances of confidentiality and any disclosure is damaging to the discloser. Thus, in the absence of a confidentiality agreement, the law may in certain circumstances impose a duty of confidentiality to some extent on the recipient. However, having a written Confidentiality Agreement / Non-Disclosure Agreement provides clarity and certainty and gives greater protection than under Common Law.


This Confidentiality Agreement (Non-Disclosure Agreement) - Mutual template should be used where two parties are about to provide each other with sensitive information which they both wish to keep confidential. It should be used where two parties intend to work together on a project which requires both parties to disclose confidential information to the other party in order to carry out the proposed project.


The Confidentiality Agreement (Non-Disclosure Agreement) - Mutual is suitable for anyone wanting to protect their business information and ideas in situations where disclosure is necessary.  It is suitable for use in relation to the disclosure of confidential information in a wide range of corporate and commercial situations and it can be used where either or both parties are individuals (sole traders) or an organisation.


This Confidentiality Agreement (Non-Disclosure Agreement) - Mutual provides the parties with the opportunity to decide the duration of the obligation of confidentiality. Please note that the duration should be reasonable, an excessive duration may be considered by a court unreasonable and therefore it will be ineffective. Also, it allows the parties to specify what confidential information is protected by the agreement and it can be adapted to cover whatever information you want.


This Confidentiality Agreement (Non-Disclosure Agreement) - Mutual is a longer version of the Mutual Confidentiality (Non-Disclosure) Letter. Legally they are the same; they are both legally binding and provide the same level of protection, the only difference is that the Confidentiality Agreement contains more detailed non disclosure obligations.


This Confidentiality Agreement (Non-Disclosure Agreement) - Mutual is not suitable where only one party is disclosing information to the other. If only one party is disclosing confidential information to the other please use the Confidentiality Agreement (Non-Disclosure Agreement) - Unilateral.


Please note that certain professionals, such as accountants, bankers and lawyers owe you an automatic duty of confidence, thus a confidentiality agreement is generally not required when disclosing information to them.


This Confidentiality Agreement (Non-Disclosure Agreement) - Mutual contains the following clauses:


  1. Definitions and Interpretation
  2. Confidentiality Obligations
  3. Excluded Information
  4. Announcements and Return of Information
  5. Acknowledgement and Breach
  6. Non-Solicitation
  7. Termination
  8. Entire Agreement and Variation
  9. No Waiver
  10. Non-Assignment
  11. Rights of Third Parties (Exclusion)
  12. No Partnership
  13. Notices
  14. General
  15. Governing Law and Jurisdiction





This Confidentiality Agreement (Non-Disclosure Agreement) - Mutual is in Microsoft Word format, written in plain English easy to use and edit.