An Example of a
Mutual Non-Disclosure Agreement
Date: 201[ ]
Parties:
[NAME OF INDIVIDUAL] of [address of individual]
OR
[NAME OF COMPANY], a company registered in [England] under company number
[number on Register of Companies] whose registered office is at [address of office on
the Register of Companies]
and
[NAME OF INDIVIDUAL] of [address of individual]
OR
[NAME OF COMPANY], a company registered in [England] under company number
[number on Register of Companies] whose registered office is at [address of office on
the Register of Companies]
1. Each of the parties to this Agreement intends to disclose information (the Confidential
Information) to the other party for the purpose of [insert details e.g. discussing the
possibility of the parties entering into a joint venture] (the Purpose).
2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses
the Confidential Information disclosed by the other party.
3. The Recipient undertakes not to use the Confidential Information disclosed by the other
party for any purpose except the Purpose, without first obtaining the written agreement
of the other party.
4. The Recipient undertakes to keep the Confidential Information disclosed by the other
party secure and not to disclose it to any third party [except to its employees [and
professional advisers] who need to know the same for the Purpose, who know they
owe a duty of confidence to the other party and who are bound by obligations
equivalent to those in clause 3 above and this clause 4.
5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by
each of the parties to the other, regardless of the way or form in which it is disclosed or
recorded but they do not apply to:
a) any information which is or in future comes into the public domain (unless as a result of
the breach of this Agreement); or
b) any information which is already known to the Recipient and which was not subject to
any obligation of confidence before it was disclosed to the Recipient by the other party.
6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the
Confidential Information required by law or by any competent authority.