Confidentiality agreement (mutual) with data protection provisions

by Practical Law Commercial

A mutual confidentiality agreement, also known as a non-disclosure agreement (NDA), for parties in England and Wales exchanging confidential information. This document is designed for situations where two parties are exploring a potential commercial project or collaboration and need to protect the information they share. It establishes clear obligations for keeping information secret and using it only for the agreed purpose. A key feature is the inclusion of data protection provisions that address the sharing of limited personal data on a controller-to-controller basis, complying with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (DPA 2018). It contains clauses covering permitted disclosures to representatives, mandatory disclosures required by law and the return or destruction of the confidential information. It also offers optional drafting to address contemporary issues, such as the use of AI and potential reporting obligations under the Bribery Act 2010 (BA 2010) and the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023).