Confidentiality agreement (one-way; pro-recipient)
A standard document providing a one-way confidentiality agreement, also known as a non-disclosure agreement (NDA), drafted in favour of the recipient of information. It is intended for use in commercial transactions under the law of England and Wales where one party discloses confidential information for a specific, defined commercial purpose. The agreement sets out the recipient's core obligations to keep the information secret and to use it only for the agreed purpose, and details provisions for permitted disclosures to representatives and mandatory disclosures required by law or a regulatory authority. It also contains optional clauses allowing for disclosure to the Serious Fraud Office (SFO) concerning potential offences under the Bribery Act 2010 and the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). The drafting notes discuss certain legal and regulatory considerations, including the Solicitors Regulation Authority (SRA) Warning Notice on NDAs, section 17 of the Victims and Prisoners Act 2024 and the protection of trade secrets.
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