Confidentiality agreement (one-way; pro-discloser) with data protection provisions

by Practical Law Commercial

A one-way, pro-discloser confidentiality agreement, also known as a non-disclosure agreement (NDA). Parties can use this standard document when exploring a defined commercial project where one party will disclose confidential information to the other, including a limited amount of personal data. It is drafted in favour of the discloser and 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). The document defines what constitutes confidential information, outlining key exceptions, and establishes the recipient's obligations to maintain secrecy and use the confidential information only for the specified purpose. The agreement also addresses the recipient's potential use of artificial intelligence (AI), provides for mandatory disclosures required by law and discusses permitted disclosures, such as reporting suspected offences under the Bribery Act 2010 (BA 2010) or the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). It further considers the legal landscape, including the impact of the Victims and Prisoners Act 2024 (VPA 2024).