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Non Disclosure Agreement

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In some circumstances, both parties may be disclosing confidential information to each other. This is known as a 'two way' disclosure. Such circumstances may include joint ventures or knowledge-sharing projects, where parties may be cooperating. However, more often the disclosure will only be 'one way', where only one party is disclosing confidential information to another. This will often exist where one party is assessing an offer, or looking to procure the services of another party. You should choose which applies in your case.

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Non-Disclosure Agreement

________

________

________

________

Dear Sirs,

This letter is to confirm the terms and conditions pursuant to which ________ is prepared to disclose confidential information to ________. In order to induce ________ to disclose such details, and in consideration of the sum of £1 paid by ________ to ________ (receipt of which ________ acknowledges), ________ warrants, undertakes and agrees with ________ as follows:

1 Definitions

'Agreement' means the Agreement concluded by ________'s counter-signature and returned to ________ at the address above;

'The Purpose' refers to the purpose for which information is being disclosed pursuant to this Agreement which is:

________

'Confidential Information' means all information relating to ________ which might fairly be considered to be of a confidential nature and includes, but is not limited to:

1.1 information of whatever nature, without limitation, which is obtained in any form by ________ from ________ or its advisers, or by observations during visits, or by demonstrations;

1.2 information of whatever nature relating to the business activities, practices and finances of ________ ;

1.3 any evaluation material, design work, strategic plans and ideas, innovations, creative plans, concepts and ideas and any other plans or ideas developed by ________ or on its behalf whether relating specifically to the Purpose or otherwise;

1.4 any information derived from the information falling within 1.1, 1.2 or 1.3 above;

1.5 any copy of any of the foregoing; and

1.6 the fact that discussions are taking place between the parties to this Agreement

but does not include information which is:

1.7 publicly available, other than as a result of this Agreement; or

1.8 lawfully available from a third party free from any confidentiality restriction; or

1.9 provided by the ________ and marked 'Non Confidential'; or

1.10 required by law or regulation to be disclosed, but to the absolute minimum necessary and provided that ________ is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.

If there is any doubt as to whether any particular information constitutes Confidential Information written confirmation is to be obtained from ________.

2 Confidentiality and non-use

________ undertakes to ________ and any any other person or company to whom the benefit of this Agreement may be assigned:

2.1 to keep the Confidential Information secret at all times;

2.2 not to disclose it or allow it to be disclosed in whole or in part to any third party without ________'s prior written consent;

2.3 not to use it in whole or in part for any purpose except for the Purpose;

2.4 to take proper and all reasonable measures to ensure the confidentiality of the Confidential Information; and

2.5 without limiting clause 2.3 not to:

a) use the Confidential Information directly or indirectly to procure a commercial advantage over ________ or otherwise use any designs, ideas or concepts without the express written consent of ________;

3 Disclosure to employees

________ undertakes to permit access to the Confidential Information only to those of their advisers, agents, directors and employees who reasonably need access to the Confidential Information for the Purpose, and on the conditions that such advisers, agents, directors and employees have:

3.1 entered into legally binding confidentiality obligations on terms equivalent to those set out in this Agreement and extending to the Confidential Information,

3.2 been informed of ________'s interest in the Confidential Information and the terms of this Agreement; and

3.3 been instructed to treat the Confidential Information as secret and confidential in accordance with the provisions of this Agreement.

________ shall be responsible for ensuring that their advisers, agents, directors and employees comply with the provisions of this Agreement.

4 Disclosure to other persons

________ undertakes that they will not without the prior consent of ________ discuss the Confidential Information with the management of ________, or the other employees or shareholders of ________ or any other persons.

5 Return of information and property

________ acknowledges and agrees that the property and copyright in the Confidential Information disclosed to it by ________, including any documents, files and other items containing any of the Confidential Information, belongs to ________. At ________'s written request, ________ will return immediately to ________ all the Confidential Information which they have received under this Agreement and which may still be in their possession, including any copies made, and make no further use or disclosure of any of the Confidential Information.

6 No implied rights

This Agreement shall not be construed:

6.1 to grant any licence or rights other than as expressly set out herein in respect of the Confidential Information, nor

6.2 to require any disclosure any of the Confidential Information.

No warranty or representation, express or implied, is given as to the accuracy, efficacy, completeness, capabilities or safety of any materials or information provided under this Agreement.

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8 Indemnity for breach

________ undertakes to ________ to indemnify and keep ________ at all times fully indemnified from and against any loss or disclosure of any of the Confidential Information and from all actions, proceedings, claims, demands, costs, awards and damages arising directly or indirectly as a result of any breach or non-performance by them of any of their warranties, undertakings or obligations under this Agreement.

Please confirm your acceptance of the terms set out in this letter, which upon acceptance will become legally binding as the Agreement, by signing, dating and returning the enclosed copy letter.

Yours faithfully,






For and on behalf of ________

Date:....................................

Agreed and signed:







For and on behalf of ________

Date:......................................

See your document in progress

Non-Disclosure Agreement

________

________

________

________

Dear Sirs,

This letter is to confirm the terms and conditions pursuant to which ________ is prepared to disclose confidential information to ________. In order to induce ________ to disclose such details, and in consideration of the sum of £1 paid by ________ to ________ (receipt of which ________ acknowledges), ________ warrants, undertakes and agrees with ________ as follows:

1 Definitions

'Agreement' means the Agreement concluded by ________'s counter-signature and returned to ________ at the address above;

'The Purpose' refers to the purpose for which information is being disclosed pursuant to this Agreement which is:

________

'Confidential Information' means all information relating to ________ which might fairly be considered to be of a confidential nature and includes, but is not limited to:

1.1 information of whatever nature, without limitation, which is obtained in any form by ________ from ________ or its advisers, or by observations during visits, or by demonstrations;

1.2 information of whatever nature relating to the business activities, practices and finances of ________ ;

1.3 any evaluation material, design work, strategic plans and ideas, innovations, creative plans, concepts and ideas and any other plans or ideas developed by ________ or on its behalf whether relating specifically to the Purpose or otherwise;

1.4 any information derived from the information falling within 1.1, 1.2 or 1.3 above;

1.5 any copy of any of the foregoing; and

1.6 the fact that discussions are taking place between the parties to this Agreement

but does not include information which is:

1.7 publicly available, other than as a result of this Agreement; or

1.8 lawfully available from a third party free from any confidentiality restriction; or

1.9 provided by the ________ and marked 'Non Confidential'; or

1.10 required by law or regulation to be disclosed, but to the absolute minimum necessary and provided that ________ is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.

If there is any doubt as to whether any particular information constitutes Confidential Information written confirmation is to be obtained from ________.

2 Confidentiality and non-use

________ undertakes to ________ and any any other person or company to whom the benefit of this Agreement may be assigned:

2.1 to keep the Confidential Information secret at all times;

2.2 not to disclose it or allow it to be disclosed in whole or in part to any third party without ________'s prior written consent;

2.3 not to use it in whole or in part for any purpose except for the Purpose;

2.4 to take proper and all reasonable measures to ensure the confidentiality of the Confidential Information; and

2.5 without limiting clause 2.3 not to:

a) use the Confidential Information directly or indirectly to procure a commercial advantage over ________ or otherwise use any designs, ideas or concepts without the express written consent of ________;

3 Disclosure to employees

________ undertakes to permit access to the Confidential Information only to those of their advisers, agents, directors and employees who reasonably need access to the Confidential Information for the Purpose, and on the conditions that such advisers, agents, directors and employees have:

3.1 entered into legally binding confidentiality obligations on terms equivalent to those set out in this Agreement and extending to the Confidential Information,

3.2 been informed of ________'s interest in the Confidential Information and the terms of this Agreement; and

3.3 been instructed to treat the Confidential Information as secret and confidential in accordance with the provisions of this Agreement.

________ shall be responsible for ensuring that their advisers, agents, directors and employees comply with the provisions of this Agreement.

4 Disclosure to other persons

________ undertakes that they will not without the prior consent of ________ discuss the Confidential Information with the management of ________, or the other employees or shareholders of ________ or any other persons.

5 Return of information and property

________ acknowledges and agrees that the property and copyright in the Confidential Information disclosed to it by ________, including any documents, files and other items containing any of the Confidential Information, belongs to ________. At ________'s written request, ________ will return immediately to ________ all the Confidential Information which they have received under this Agreement and which may still be in their possession, including any copies made, and make no further use or disclosure of any of the Confidential Information.

6 No implied rights

This Agreement shall not be construed:

6.1 to grant any licence or rights other than as expressly set out herein in respect of the Confidential Information, nor

6.2 to require any disclosure any of the Confidential Information.

No warranty or representation, express or implied, is given as to the accuracy, efficacy, completeness, capabilities or safety of any materials or information provided under this Agreement.

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Fb faa aeabf facf cbp dfcefafcb cb fafa Bdfaaaabf cf cbp dcff cb abaa dfcefafcb fa aafb fc aa fbecffb cf bbabbcfaacafa, faa faacfbbaf cb fafa Bdfaaaabf afff faacfb fb bbff bcfaa cbb abbaaf.

8 Indemnity for breach

________ undertakes to ________ to indemnify and keep ________ at all times fully indemnified from and against any loss or disclosure of any of the Confidential Information and from all actions, proceedings, claims, demands, costs, awards and damages arising directly or indirectly as a result of any breach or non-performance by them of any of their warranties, undertakings or obligations under this Agreement.

Please confirm your acceptance of the terms set out in this letter, which upon acceptance will become legally binding as the Agreement, by signing, dating and returning the enclosed copy letter.

Yours faithfully,






For and on behalf of ________

Date:....................................

Agreed and signed:







For and on behalf of ________

Date:......................................