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Two Way NDA for the United Kingdom

Two Way NDA Template for England and Wales

A mutual non-disclosure agreement governed by the laws of England and Wales, designed to protect confidential information exchanged between two parties. The agreement establishes reciprocal obligations for both parties to maintain confidentiality of shared information, including trade secrets, intellectual property, and business strategies. It includes provisions for permitted disclosures, duration of confidentiality obligations, and remedies for breach, all enforced under English and Welsh law.

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What is a Two Way NDA?

The Two Way NDA is essential for situations where both parties need to share sensitive information while exploring business opportunities. This agreement, governed by English and Welsh law, provides mutual protection for confidential information, including but not limited to trade secrets, proprietary technology, customer data, and business strategies. It's commonly used during business negotiations, due diligence processes, joint ventures, or potential partnerships where both parties need to disclose sensitive information while maintaining legal protection. The agreement ensures both parties have equal obligations and rights regarding the protection of confidential information.

What sections should be included in a Two Way NDA?

1. Parties: Identification and details of both parties entering into the NDA

2. Background: Context and purpose of the confidentiality agreement

3. Definitions: Key terms used throughout the agreement, including 'Confidential Information'

4. Obligations of Confidentiality: Core confidentiality obligations of both parties

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed

6. Term and Termination: Duration of the agreement and termination provisions

7. Return of Confidential Information: Obligations regarding return or destruction of confidential materials

8. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law

What sections are optional to include in a Two Way NDA?

1. Specific Project Details: Details of specific project or purpose, used when NDA relates to particular project

2. Data Protection Provisions: Specific provisions relating to personal data handling when confidential information includes personal data

3. Non-Solicitation: Prevents parties from soliciting each other's employees during the confidentiality period

4. Non-Competition: Restricts competitive activities between the parties during the confidentiality period

What schedules should be included in a Two Way NDA?

1. Description of Confidential Information: Detailed list or categories of information covered by the NDA

2. Authorized Representatives: List of individuals authorized to receive confidential information

3. Security Measures: Specific security protocols for handling confidential information

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions















Clauses


















Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Primary UK legislation that implements the EU Trade Secrets Directive, providing statutory definitions of trade secrets and establishing framework for their protection

Data Protection Act 2018 and UK GDPR: Core data protection legislation relevant when confidential information includes personal data, setting requirements for data processing and protection

Common Law Contract Principles: Fundamental contract law principles including offer, acceptance, consideration, intention to create legal relations, and certainty of terms

Equitable Principles of Confidentiality: Common law principles establishing duty of confidence and requirements for breach of confidence claims

Coco v A.N. Clark (Engineers) Ltd [1969]: Key case law establishing three requirements for breach of confidence: information must have necessary quality of confidence, must be imparted in circumstances implying confidence, and there must be unauthorized use

Campbell v MGN Ltd [2004]: Landmark case law further developing principles of confidentiality and privacy in English law

Vestergaard Frandsen v Bestnet Europe Ltd [2013]: Important case law regarding misuse of trade secrets and confidential information

Competition Law Considerations: Legal framework regarding restrictions on anti-competitive practices and appropriate duration of confidentiality obligations

Employment Law Interface: Relevant employment law considerations particularly regarding employer/employee relationships and post-employment protection of trade secrets

Patents Act 1977: Intellectual property legislation relevant to protection of patentable innovations that may be disclosed under the NDA

Copyright, Designs and Patents Act 1988: Key legislation protecting copyright and other intellectual property rights that may be disclosed under the NDA

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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