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Mutual non-disclosure agreement ยท England & Wales

Mutual Non-Disclosure Agreement (England & Wales)

A balanced mutual NDA for two parties sharing confidential information for a defined business purpose, governed by the law of England and Wales.

Drafted with Mike. Adapted from Bonterms Mutual NDA v1.0, Common Paper Mutual NDA Standard Terms v1.0. Reviewed 26 October 2026.

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What it is

A mutual non-disclosure agreement (NDA) is a contract in which two parties agree to keep each other's confidential information private and use it only for an agreed purpose. This version is for two parties considering or carrying out a defined business purpose, governed by the law of England and Wales, with the courts of England and Wales having exclusive jurisdiction. Either party can be the one disclosing or receiving information.

When to use it

Use it before pre-contract discussions, due diligence, exploratory projects, collaborations or commercial negotiations, where both sides will share business, technical or commercial information and neither is obliged to go ahead. It is not the right document when only one party will disclose, when you need a detailed data processing or data transfer agreement, or when the deal needs exclusivity, a standstill, clean-team arrangements or rules on who owns new intellectual property.

Why use it

The clauses limit use to the purpose, allow sharing with staff, advisers, insurers, financiers and group members, and set out standard exclusions and a required-disclosure process that never blocks reporting wrongdoing to an authority. Each disclosure is protected for a set period, and trade secrets can stay protected while they remain secret. Either party can end the agreement for future disclosures. It covers return or destruction, no licence, no obligation to proceed, freedom to develop independently, assignment and electronic signature, with optional clauses on personal data, residuals, non-solicitation of employees and inside information.

What it covers

  • Two parties exchanging confidential business, technical, commercial or other non-public information for a defined purpose, where each may be discloser and recipient.
  • Pre-contract discussions, due diligence, exploratory projects, collaborations and commercial negotiations where neither party is obliged to proceed.
  • Optional terms for personal data, residuals, a mutual employee non-solicitation and inside information where a party is listed.

What it doesn't cover

  • A one-way confidentiality arrangement where only one party will disclose material confidential information.
  • A detailed data processing agreement, international data-transfer terms or sector-specific regulated-data terms.
  • A full collaboration, services, licence, research, employment or joint-venture agreement; it does not allocate ownership of new intellectual property or require either party to transact.
  • Exclusivity, non-circumvention, a standstill on dealing in a listed party's securities, clean-team protocols or competition-law controls for exchanges between competitors.
MIKE'S TEMPLATES

Mutual Non-Disclosure Agreement (England & Wales)

Parties

This agreement is dated the date on which it is signed by the last of the parties.

This agreement is made between [Party 1 legal name and details] (the "Party 1") and [Party 2 legal name and details] (the "Party 2").

Key Terms

"Purpose" means [Purpose].

"Confidentiality Period" means 3 years from the date on which the relevant Confidential Information is disclosed.

"Party 1 Notice Details" means [Party 1 Notice Details].

"Party 2 Notice Details" means [Party 2 Notice Details].

Confidentiality

In this agreement, "Confidential Information" means all information, in any form, that a party (the "Discloser") discloses or makes available to the other party (the "Recipient") in connection with the Purpose, including information about the Discloser, its business, operations, customers, suppliers, products, technology, finances, plans, personnel and know-how, and the existence, terms and progress of discussions relating to the Purpose. Information is Confidential Information whether or not it is marked confidential and whether it is disclosed before or after the date of this agreement.

The Recipient must: (a) keep the Discloser's Confidential Information confidential and protect it using at least reasonable care; (b) use it only for the Purpose; (c) not disclose it except as permitted by this agreement; and (d) not copy or reproduce it except to the extent reasonably necessary for the Purpose.

The Recipient may disclose Confidential Information to its directors, officers, employees, professional advisers, auditors, insurers, financiers and members of its group who need to know it for the Purpose (each a "Permitted Recipient"), provided that the Recipient first informs each Permitted Recipient of its confidential nature and ensures that each Permitted Recipient is bound by confidentiality obligations no less protective than those in this agreement. The Recipient is responsible for a Permitted Recipient's breach of those obligations as if it were its own.

The obligations in the Confidentiality clause do not apply to information which the Recipient can demonstrate by written records: (a) is or becomes publicly available other than through a breach of this agreement; (b) was lawfully known to the Recipient without restriction before disclosure by the Discloser; (c) is lawfully received from a third party without a duty of confidence; or (d) is independently developed without use of or reference to the Discloser's Confidential Information.

The Recipient may disclose Confidential Information to the extent required by law, regulation, a court of competent jurisdiction, a competent regulatory authority or the rules of a stock exchange on which its securities are listed, provided that, where legally permitted and reasonably practicable, it gives the Discloser prompt written notice and reasonable assistance to seek protective measures. The Recipient must disclose only the portion required and use reasonable efforts to obtain confidential treatment for it. Nothing in this agreement prevents anyone from reporting a suspected breach of law to a regulator, law-enforcement agency or other competent authority, or from making any other disclosure that applicable law protects.

Return and Destruction

On the Discloser's written request, the Recipient must promptly return or securely destroy the Discloser's Confidential Information and, if requested, confirm in writing that it has done so. The Recipient may retain copies to the extent required by law, regulation, professional standards, internal compliance policy or routine automated backup systems, but any retained Confidential Information remains subject to the Confidentiality clause for the Confidentiality Period.

Term and Survival

This agreement applies to Confidential Information disclosed in connection with the Purpose before or after its date. Either party may end this agreement at any time by written notice to the other; it then applies only to Confidential Information disclosed before the notice takes effect. The Recipient's obligations for each item of Confidential Information continue for the Confidentiality Period and, for Confidential Information that is a trade secret, for as long as it remains a trade secret, if longer. Ending this agreement does not affect rights and remedies that have already accrued.

Ownership and No Commitment

All Confidential Information remains the property of the Discloser or its licensors. Except for the limited right to use Confidential Information for the Purpose, this agreement grants no licence or other right in any intellectual property right or Confidential Information.

Neither party is obliged to disclose any information, continue discussions or enter into any further agreement or transaction. Confidential Information is provided without representation or warranty as to its accuracy or completeness, except where a later written agreement expressly states otherwise. This agreement does not create a partnership, joint venture or agency between the parties. It does not prevent either party from discussing similar opportunities with others or developing products, services or information independently, provided it does not use or disclose the other party's Confidential Information in breach of this agreement.

Data Protection

Each party must comply with applicable data protection law when processing personal data in connection with the Purpose. Neither party may process personal data received from the other party except as necessary for the Purpose and in accordance with applicable data protection law. If the arrangement requires one party to process personal data on the other's behalf, the parties must enter into an appropriate written data processing agreement before that processing begins.

Residuals

Neither party may use the other party's Confidential Information on the ground that it is retained in the unaided memory of any person. All use of Confidential Information remains subject to this agreement.

Non-Solicitation

For 12 months from the date of this agreement, neither party may, without the other party's prior written consent, directly or indirectly solicit for employment or engagement any employee of the other party with whom it had dealings in connection with the Purpose. This does not restrict general recruitment advertising that is not targeted at the other party's employees, or hiring a person who responds to it or who approaches a party on their own initiative.

Inside Information

Each party acknowledges that the other party's Confidential Information may include inside information about that party or its securities, and that applicable securities and market-abuse laws restrict dealing in those securities, and disclosing that information, while in possession of it. Each party must comply with those laws and make its Permitted Recipients who receive that information aware of those restrictions.

Remedies

Each party acknowledges that a breach of the Confidentiality clause may cause the other party harm for which damages may not be an adequate remedy. Accordingly, the non-breaching party may seek injunctive relief, specific performance or other equitable relief, in addition to any other remedy available at law.

Notices

A notice under this agreement must be in writing and delivered by hand, sent by pre-paid first-class post or other next-working-day delivery service, or sent by email, to Party 1 at Party 1 Notice Details or Party 2 at Party 2 Notice Details, as applicable. A notice is deemed received: if delivered by hand, when left at the relevant address; if posted, at 9.00 am on the second Business Day after posting; and if emailed, when sent, provided that no delivery failure message is received. In this clause, "Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

General

This agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior discussions and understandings relating to that subject matter. Nothing in this clause limits or excludes liability for fraud. A variation of this agreement is effective only if it is in writing and signed by both parties. A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

If any provision of this agreement is invalid, illegal or unenforceable, it is to be modified to the minimum extent necessary to make it valid, legal and enforceable or, if that is not possible, treated as deleted. That does not affect the remaining provisions. A delay or failure to exercise a right is not a waiver of that right.

Neither party may assign, transfer or otherwise deal with its rights or obligations under this agreement without the other party's prior written consent, except to a successor to all or substantially all of its relevant business that agrees in writing to be bound by this agreement. This agreement may be signed in any number of counterparts, including by electronic signature, which together form one agreement.

Interpretation

Where a party is an individual, "it" and "its" include him or her and his or her, and a reference to a party's directors or officers applies only to a party that is a body corporate or other entity.

Governing Law and Jurisdiction

This agreement and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, including any non-contractual dispute. This does not prevent either party from seeking an injunction or other interim relief in any other court of competent jurisdiction.

Sources and credits

Includes wording adapted from the Common Paper Mutual NDA Standard Terms v1.0 (https://github.com/CommonPaper/Mutual-NDA), licensed under CC BY 4.0 (https://creativecommons.org/licenses/by/4.0/); Bonterms Mutual NDA v1.0 (https://github.com/Bonterms/Mutual-NDA), licensed under CC BY 4.0 (https://creativecommons.org/licenses/by/4.0/). Modified for Mike's Templates.

Sources

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Free to use. Not legal advice. Get it reviewed by a lawyer.