Confidentiality agreement (mutual)

by Practical Law Commercial

A standard document providing a balanced, mutual confidentiality agreement, also known as a non-disclosure agreement (NDA), for use where two parties intend to exchange confidential information with each other for a defined commercial purpose, governed by the law of England and Wales. It establishes clear obligations for both parties to keep disclosed information secret and to use it only for the specified purpose. This agreement defines key terms, including what constitutes 'Confidential Information', and outlines provisions for permitted disclosures to representatives, mandatory disclosures required by law and the return or destruction of information upon request. It also addresses modern challenges, such as offering drafting options for the use of artificial intelligence (AI) and machine learning. The drafting notes include discussion of legal and regulatory issues, such as the Solicitors Regulation Authority (SRA) Warning Notice on NDAs, the Trade Secrets (Enforcement, etc.) Regulations 2018, the Victims and Prisoners Act 2024, and potential reporting under the Bribery Act 2010 and the Economic Crime and Corporate Transparency Act 2023.