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NDA help
grintricha
Posts: 223 Forumite
Hi, I've downloaded and tweaked a NDA template from the business link website but I'd quite like to try and grab some expert opinion (without spending on a proper lawyer), is there anyone who would look it over and give me their thoughts?
I understand that where i have X's need to go the company name and my name but apart from that what are your thoughts
Date: 27 May 2011
Parties:
XXXXXXXXX, a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and XXXXXXXXXX of XXXXXXXXXX (the Discloser)
1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of getting the Recipient to design and build a website to support the Deliver To Us project (the Purpose).
2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser.
3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3.
4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to:
a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or
b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser.
5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.
6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information.
7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose.
8. The undertakings in clauses 2 and 3 will continue in force indefinitely.
9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.
Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of:
…………………………………….
Signature of witness
…………………………………….
Name of witness
…………………………………….
…………………………………….
…………………………………….
Address of witness
……………………………
Signature
……………………………
Signature of Director
I understand that where i have X's need to go the company name and my name but apart from that what are your thoughts
Date: 27 May 2011
Parties:
XXXXXXXXX, a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and XXXXXXXXXX of XXXXXXXXXX (the Discloser)
1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of getting the Recipient to design and build a website to support the Deliver To Us project (the Purpose).
2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser.
3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3.
4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to:
a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or
b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser.
5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.
6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information.
7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose.
8. The undertakings in clauses 2 and 3 will continue in force indefinitely.
9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.
Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of:
…………………………………….
Signature of witness
…………………………………….
Name of witness
…………………………………….
…………………………………….
…………………………………….
Address of witness
……………………………
Signature
……………………………
Signature of Director
0
Comments
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Seems fine. The main points are covered as regards IP rights, and it is a lifetime agreement so you should have no issues with it.0
-
Welcome.grintricha wrote: »Hi, I've downloaded and tweaked a NDA template from the business link website but I'd quite like to try and grab some expert opinion (without spending on a proper lawyer), is there anyone who would look it over and give me their thoughts?
I have no reason to doubt that bingo bango holds excellent qualifications which allow him to comment on this issue, however if you want to be able to RELY on an expert opinion, you do need to PAY FOR IT!
You may never need to rely on this NDA, but if you ever do, and you then find it's no good for your situation, it won't be bingo bango's fault.
Having said that, I'm all for approaching the professionals I need to pay with a very clear idea of what I want from them, and at least a basic understanding of what that might look like and why it needs to look like that. Hope that makes sense.Signature removed for peace of mind0 -
Savvy Sue is bang on here. If you need to rely on a document you need professional advice that is specific *to you* from somebody insured to give you that advice (and to be insured, they have to stay current, etc). If you get bad advice from a forum, unlucky, if you get bad advice from a lawyer, you have legal recourse.0
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