Confidentiality letter agreement: short form (one-way; pro-discloser)

by Practical Law Commercial

A short form confidentiality letter agreement (also known as a non-disclosure agreement or NDA) where only one party is disclosing the confidential information, governed by the law of England and Wales. This document is drafted in favour of the party disclosing the confidential information. It establishes the recipient's core obligations to maintain secrecy and use the information solely for an agreed purpose. The agreement outlines the definition of confidential information, the limited circumstances under which the recipient may disclose it and the process for returning or destroying the materials. It also addresses the duration of these obligations and the provider's right to seek equitable remedies, like an injunction for any breach. The drafting notes explain the key differences between this concise format and a long form agreement. The notes also consider when a short form NDA is appropriate and discuss relevant regulatory guidance from the Solicitors Regulation Authority (SRA). NOTE: This is a short form NDA so does not include all the provisions generally included in a longer form agreement. It should therefore be read in conjunction with its drafting notes and reference should be made to the relevant longer form NDA as appropriate.