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Mutual Non Disclosure Non Compete Agreement Template for England and Wales

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Key Requirements PROMPT example:

Mutual Non Disclosure Non Compete Agreement

"I need a Mutual Non-Disclosure Non-Compete Agreement for a potential joint venture between my tech startup and a manufacturing company, with specific protection for our AI algorithms and their production processes, starting from March 2025."

Document background
The Mutual Non-Disclosure Non-Compete Agreement is essential for businesses operating under English and Welsh law who wish to protect their confidential information while exploring potential business relationships or partnerships. This document is particularly valuable when parties need to share sensitive information but also require protection against future competition. It combines the protective elements of both non-disclosure and non-compete provisions, ensuring comprehensive safeguards for business interests, trade secrets, and competitive advantage. The agreement is structured to comply with UK competition law and restraint of trade doctrine, ensuring enforceability while protecting legitimate business interests.
Suggested Sections

1. Parties: Identifies the contracting parties and their details

2. Background: Sets out context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Confidential Information: Defines scope of confidential information covered

5. Confidentiality Obligations: Details obligations regarding confidential information

6. Non-Compete Provisions: Specifies competitive restrictions including scope, duration, and geography

7. Term and Termination: Duration of agreement and termination provisions

8. Return of Confidential Information: Procedures for returning/destroying confidential information

9. Governing Law and Jurisdiction: Specifies English and Welsh law as governing law and relevant jurisdiction

10. General Provisions: Standard boilerplate clauses including severability, entire agreement, and variation

Optional Sections

1. Permitted Disclosures: Exceptions to confidentiality obligations for specific circumstances such as legal requirements or professional advisers

2. Data Protection: Specific provisions for personal data handling in compliance with UK GDPR and Data Protection Act 2018

3. Intellectual Property: Additional provisions protecting IP rights and obligations beyond confidentiality

4. Non-Solicitation: Additional restrictions on soliciting employees, customers, or suppliers

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed list of specific confidential information covered by the agreement

2. Schedule 2 - Restricted Activities: Detailed description of prohibited competitive activities

3. Schedule 3 - Restricted Territories: Geographic areas where non-compete provisions apply

4. Schedule 4 - Data Processing Requirements: Details of data processing activities and requirements where personal data is involved

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Key legislation implementing the EU Trade Secrets Directive, providing definitions and protection mechanisms for trade secrets under English and Welsh law

Data Protection Act 2018 and UK GDPR: Legislation governing personal data handling, processing requirements, and cross-border data transfers that must be considered in confidentiality provisions

Employment Rights Act 1996: Primary legislation concerning employment rights, particularly relevant for non-compete provisions and employee protection considerations

Common Law of Contract: Fundamental legal principles governing contract formation, consideration requirements, and reasonableness tests in English contract law

Restraint of Trade Doctrine: Common law principles governing restrictive covenants, including requirements for reasonableness and public interest considerations

Competition Act 1998: Legislation governing anti-competitive behavior and market restrictions that must be considered when drafting non-compete provisions

Contract Terms Act 1977: Legislation governing the reasonableness of contract terms and limitation of liability clauses in commercial contracts

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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