Mutual Non-Disclosure

Agreement
This template should not be considered as legal advice and should be reviewed by a
legal professional before being used.
How to use:
1. Update all of the fields highlighted in green with your business’ details.
2. Save a copy of this document to your computer as ‘NDA Master Template’ (so
you don’t have to add your company details each time you send out an NDA).
3. When you need to send out an NDA, open the ‘NDA Master Template’
document and update the wording highlighted in yellow and save this as a
new document. Making sure not to save over the ‘NDA Master Template’.
4. Ensure all text in red is deleted.

THIS AGREEMENT IS DATED [Agreement Date]

PARTIES

(1) [Your Company Name] registered and established in England and Wales
with a company registration number [Your Registration Number] with its address
at [Your Registered Address] (Party A)
(2) [Recipient Company Name] registered and established in [Recipient
Registered Country] with a company registration number [Recipient Company
Number] with its address at [Recipient Company Address] (Party B)

WHEREAS

The parties will enter into discussions regarding [Purpose] (Purpose) which will
involve the exchange of Confidential Information between them and now hereby
agree to comply with the terms of this agreement in connection with the disclosure
of such Confidential Information.

THE PARTIES AGREE AS FOLLOWS:

Confidential Information: shall mean all information or material that has or may
have commercial value or any other use in the business in which the Disclosing
Party is engaged unless such information or material is deemed as excluded in
accordance with clause 2 below.

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 Disclosing Party: shall mean a party to this agreement who either directly
or indirectly discloses its Confidential Information to the Receiving Party.
Receiving Party: shall mean a party to this agreement who either directly
or indirectly receives the Confidential Information.

2. Obligations of the Receiving Party

The Receiving Party shall not either directly or indirectly use or disclose the
Confidential Information for any reason except for the Purpose (as defined above)
without first obtaining the express written consent of the Disclosing Party. The
Receiving Party is expected to carefully restrict access to the Confidential
Information to its employees, contractors and third parties as is reasonably required
and shall ensure that those persons sign non-disclosure restrictions at least as
protective as those in this agreement.

3. Exclusions of Confidential Information

The Receiving Party’s obligations under this agreement do not extend to

information that is either: (i) publicly known at the time of disclosure or
subsequently becomes publicly known through no fault of the Receiving Party; (ii)
discovered or created independently by the Receiving Party prior to such disclosure;
(iii) is learned by the Receiving Party through legitimate means other than from the
Disclosing Party; or (iv) is disclosed by the Receiving Party with the Disclosing
Party’s prior written approval.

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4. Permitted Disclosure

Provided that the Receiving Party comply with the terms of this clause 3, it may
disclose the Confidential Information to the minimum extent if it is required to do so
through an order made by any court of competent jurisdiction or any regulatory,
judicial, governmental or similar body or any taxation authority of competent
jurisdiction. The Receiving Party agrees that it will use all reasonable endeavours to
give the Disclosing Party as much notice of this disclosure as far as permitted by
law.

5. Duration

This agreement shall commence upon the date given above and will remain in
effect for a term of 3 years and the Receiving Party’s duty to hold in confidential the
Confidential Information shall continue for 3 years thereafter.

6. No Licence

Nothing in this agreement grants the Receiving Party any license, interest or right in
any intellectual property rights contained within the Confidential Information.

7. Inadequacy of Damages

The Receiving Party acknowledges and agrees that damages alone would not be an
adequate remedy for its breach of the terms of this agreement. The Disclosing Party
shall be entitled to the remedies of injunctions, specific performance or other
equitable relief for any threatened or actual breach of this agreement.

8. Entire Agreement

This agreement is the entire agreement between the parties. Nothing herein shall
impose an obligation on either party to continue discussions or negotiations in
connection with the Purpose, or an obligation on the Disclosing Party to disclose the
Confidential Information. Furthermore, the Confidential Information is provided
without any warranties and the Recipient Party will have no remedies against the
Disclosing Party for any innocent or negligent misrepresentation.

9. Third Party Rights

No third party has any right to enforce any term of this agreement.

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10. Waiver

Any failure or delay of the Disclosing Party to exercise any right or remedy provided
under this agreement or by law shall constitute a waiver of that or any other right or
remedy.

11. Governing Law and Jurisdiction

The parties agree that any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with its subject matter or formation shall be
governed by and construed in accordance with English law. The parties irrevocably
submit to the exclusive jurisdiction of the English Courts in relation to any dispute or
claim (including non-contractual disputes or claims) arising out of or in connection
with this agreement or its subject matter or formation.

IN WITNESS WHEROF, the parties hereto have caused this Mutual Non-Disclosure
Agreement to be executed as of the date stated above.

Signing on behalf of [Your Company Name] (Party A)

Print: [Full Name Of Person Signing For Your Company]

Signature:

Signing on behalf of [Recipient Company Name] (Party B)

Print: [Full Name Of Person Signing For The Recipient Company]

Signature: