FREE UK Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is made on this [Date] by and between:


[Name of the Discloser], having his place of business at [Address], herein after referred as the Disclosure;



AND



[Name of the Recipient], having his place of business at [Address] herein after referred as the Recipient;



WHEREAS in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the Parties), the Parties agree as follows:



1. CONFIDENTIAL INFORMATION: Confidential Information shall mean and include any information disclosed by one party (the ‘Discloser’) to the other (the ‘Recipient’) relating directly or indirectly to the [Purpose of the Agreement/ Disclosure] which is identified by the Discloser, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure.



2. EXCEPTIONS TO CONFIDENTIAL INFORMATION:



This Agreement does not apply to information that:

i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient;

ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development;

iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information;

iv. is used or disclosed by Recipient with Discloser’s prior written approval; or

v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure. Any action taken by Discloser to contest the disclosure must not compromise the obligations of Recipient under the order to disclose or cause Recipient to be subject to any fine, penalty or prosecution.



3. USE OF CONFIDENTIAL INFORMATION: The Recipient may only use the Confidential Information for the purpose of [Purpose of the Agreement/Disclosure] (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.



4. NON-DISCLOSURE: The Recipient must keep the Confidential Information in confidence. Recipient may only disclose the Confidential Information to its employees, directors, officers, agents, and consultants who have a need-to-know the Confidential Information for the Permitted Purpose, provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality. Recipient must not otherwise disclose Confidential Information to any person or third party without the prior written approval of Discloser.







5. TERM: This Agreement and Recipient’s obligation to keep Confidential Information confidential expires three (3) years after the Effective Date.



Governing Law - This Agreement will be governed and construed in accordance with the laws of the United Kingdom and the parties submit themselves to the exclusive jurisdiction of the courts of United Kingdom. Any claim, matter or controversy arising out of or relating to this Agreement, or the breach thereof, shall be decided by arbitration in accordance with the Arbitration Act, 1996. The Venue of Arbitration shall be [City].

For RECIPIENT For DISCLOSER





__________________________ __________________________