{"_id":"56924e56b5dc340d001c30db","__v":1,"githubsync":"","category":{"_id":"54ec5f9516316017004a28da","__v":4,"pages":["54ec6575c0c0ba1700386f9c","54ec659d7ab3172d00c01ab8","54ec72701e4103170077efa7","56924e56b5dc340d001c30db"],"project":"54b14b496dcdce1400379070","version":"54b14b496dcdce1400379073","sync":{"url":"","isSync":false},"reference":false,"createdAt":"2015-02-24T11:25:09.123Z","from_sync":false,"order":4,"slug":"templates","title":"Templates"},"user":"54b14b1c216cfa1400f219bf","project":"54b14b496dcdce1400379070","version":{"_id":"54b14b496dcdce1400379073","project":"54b14b496dcdce1400379070","__v":10,"createdAt":"2015-01-10T15:54:49.997Z","releaseDate":"2015-01-10T15:54:49.997Z","categories":["54b14b4a6dcdce1400379074","54b14b6ff5b9590b0074cf91","54ec5f741e4103170077ef7c","54ec5f9516316017004a28da","54ec65071e4103170077ef83","54ec70b81e4103170077ef9f","54ec70f2581b182100d5b7be","54ec7215b2610037001edc79","54ec7b480e51d12100d19bc0","5d43e5b928dec70047f58026"],"is_deprecated":false,"is_hidden":false,"is_beta":false,"is_stable":true,"codename":"","version_clean":"1.0.0","version":"1.0"},"parentDoc":null,"metadata":{"title":"","description":"","image":[]},"updates":[],"next":{"pages":[],"description":""},"createdAt":"2016-01-10T12:28:06.074Z","link_external":false,"link_url":"","sync_unique":"","hidden":false,"api":{"results":{"codes":[]},"settings":"","auth":"required","params":[],"url":""},"isReference":false,"order":4,"body":"Non Disclosure Agreement Template\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Background\"\n}\n[/block]\nThis Agreement is made on                                                                \t2015\nBetween:\n(1)\tWood Street Walls (Company number 09577061) whose registered office is 41 Roland Road, E17 9HN  (\"Party A\"); and\n\n(2)\t[●] [Limited] [(company number: [●])] whose registered office is at [●] (\"Party B\")\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Background\"\n}\n[/block]\n(A)\tFor the purpose of discussing certain matters relating to a possible business relationship between the parties in respect of Wood Street Studios (the \"Purpose\") each of the parties has or may from time to time disclose certain confidential information from one party (the \"Disclosing Party\") to the other (the \"Receiving Party\") which may consist of any confidential information concerning the business, affairs, customers, clients or suppliers of the Disclosing Party or of any member of the Disclosing Party’s Group, the fact that such information has been made available, that discussions concerning the Purpose are taking place, the content of this Agreement and the fact it has been entered into (the \"Confidential Information\"). Party B will also treat as Confidential Information relating to Party A that Party A has identified a location for Wood Street Studios. Each of the parties wish to regulate how such Confidential Information shall be treated whilst it is in the possession or control of the other.\n\nIt is agreed as follows:\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Use of the Confidential Information\"\n}\n[/block]\nIn consideration of the parties agreeing to make the Confidential Information available to each other, the Receiving Party agrees with the Disclosing Party that it shall:\nnot make any use of the Confidential Information except for the Purpose;\nhold the Confidential Information in the strictest confidence and will not disclose or divulge any part of the Confidential Information or any additions, modifications, improvements to it, save as permitted by sub-clause (c) below, to any third party without the Disclosing Party's prior written consent which may be withheld or given on such terms and conditions as the Disclosing Party may consider appropriate;\nrestrict access to the Confidential Information to such of the Receiving Party's Group and its employees, officers, representatives or advisers who need to know such information for the Purpose.  The Receiving Party will be responsible for ensuring that all such persons comply with the obligations in this Agreement;\nnot make copies of the Confidential Information unless strictly required for the Purpose; and\nat the request of the Disclosing Party made at any time return or as the Disclosing Party may direct, destroy or completely remove all the Confidential Information (or other material containing or embodying the Confidential Information) in the Receiving Party's possession or under its control.\n\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Application of restrictions\"\n}\n[/block]\nConfidential Information may be disclosed if and to the extent:\n\nit is required by law, by any securities exchange, court order or other authority of competent jurisdiction or any regulatory or government authority to which the Receiving Party is subject;\nthe Receiving Party considers it necessary to disclose the information to its professional advisers, auditors or bankers provided that it does so on terms protecting the information;\nthe information has entered the public domain through no fault of the Receiving Party;\nthe information was previously disclosed to the Receiving Party without any obligation of non disclosure; or\nsuch Confidential Information was developed by or for the Receiving Party independently of any disclosure by the Disclosing Party,\nprovided that in any of the circumstances specified in sub-clauses (a) and (b) the Receiving Party shall give the Disclosing Party, reasonable written notice prior to such disclosure.\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"No warranty\"\n}\n[/block]\nThe Confidential Information is disclosed on an \"AS IS\" basis. The Disclosing Party makes no representations or warranties either express or implied regarding the sufficiency, completeness or adequacy of the Confidential Information for the Purpose or any purpose or regarding any infringements which may arise from the use of the Confidential Information.\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Intellectual property rights\"\n}\n[/block]\nAll intellectual property rights in the Confidential Information including but not limited to patents, copyright, trade marks, registered designs, design rights and database rights together with any moral rights shall at all times remain the property of the Disclosing Party (or as applicable) and no licence or any proprietary right shall be granted to the Receiving Party other than for the purposes specified under this Agreement. Notwithstanding the above. the Receiving Party hereby assigns or agrees to assign to the Disclosing Party any and all such intellectual property rights as the Recipient may have or obtain in the Confidential Information supplied by the Disclosing Party and unconditionally and irrevocably waive any moral rights it may now or in the future be entitled in such intellectual property rights.\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Duration\"\n}\n[/block]\nThis Agreement is entered into on the date stated at the beginning of it and will remain in full force and effect for a period of 24 months. \n5.2\tThe secrecy of the Confidential Information disclosed pursuant to this Agreement shall be maintained for a period of one (1) year from the date of termination of this Agreement. \n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"No Commitment\"\n}\n[/block]\nNothing in this Agreement constitutes or imposes on either party any offer or an obligation to enter into any agreement or transaction and in particular will not oblige either party to make any offer to or actually enter into any agreement pursuant to the Purpose\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Inadequecy of rights\"\n}\n[/block]\nWithout prejudice to any other rights or remedies that the Disclosing Party may have, the Receiving Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Receiving Party.  Accordingly, the Disclosing Party shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Third Party Rights\"\n}\n[/block]\nSave as expressly provided in sub-clause 8.2, no express term of this Agreement or any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it, but this does not affect any right or remedy of a third party which exists, or is available, apart from pursuant to that Act.\nThis Agreement shall endure for the benefit of each party’s \"Group\" and the parties hereto may without limit or restriction terminate, rescind this Agreement agree any waiver or settlement or vary it in accordance with its terms without reference to, or the consent of any member of such Group . \n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Rights cumulative with those at general law\"\n}\n[/block]\nExcept as expressly provided in this Agreement, the rights, powers and remedies conferred on any party by this Agreement are cumulative and are additional and without prejudice to any right, power or remedy which it may have under general law or otherwise.\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Entire Agreement\"\n}\n[/block]\nThis Agreement and any documents referred to in it sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (whether oral or written) in respect of the subject matter of this Agreement except in the case of fraud. \n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Assignment\"\n}\n[/block]\nExcept as set out in clause 11.2, neither party may assign, transfer, charge or otherwise encumber this Agreement or any right, benefit or interest under it without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.\nParty A may assign the benefit of this Agreement to any member of Party A's Group. \n\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Variation\"\n}\n[/block]\nNo variation of this Agreement shall be valid unless it is in writing (which for this purpose does not include email) and signed by or on behalf of each of the parties by its respective authorised representatives.\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Counterparts\"\n}\n[/block]\nThis Agreement may be executed in any number of counterparts and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart, when executed, shall be an original of this Agreement and all counterparts shall together constitute one instrument.\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Group\"\n}\n[/block]\n\"Group\" shall mean in respect of either party, their subsidiary and holding companies from time to time and any subsidiaries from time to time of any such holding company and in the case of Party A shall also include any current or future director or shareholder of Party A,   any company and/or partnership formed to give business effect to the Purpose, of which a director or shareholder of Party A also serves as a director or shareholder or partner and any other affiliate and/or joint venture party of Party A or of any such party referred to in this clause 14 in each case which has been formed between them to give business effect to the Purpose.\n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Governing Law and Jurastiction\"\n}\n[/block]\nThis Agreement and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts. \n[block:api-header]\n{\n  \"type\": \"basic\",\n  \"title\": \"Signature\"\n}\n[/block]\nThis Agreement has been entered into on the date stated at the beginning of it.\n\nSigned for and on behalf of\nParty A\nSignature:\t…………………………………………\nPrint Name:\t…………………………………………\nPosition:\t…………………………………………\nDate:\t…………………………………………\n\nSigned for and on behalf of\nParty B \nSignature:\t…………………………………………\nPrint Name:\t…………………………………………\nPosition:\t…………………………………………\nDate:\t\t…………………………………………","excerpt":"","slug":"non-disclosure-agreement","type":"basic","title":"Non-Disclosure Agreement"}

Non-Disclosure Agreement


Non Disclosure Agreement Template [block:api-header] { "type": "basic", "title": "Background" } [/block] This Agreement is made on 2015 Between: (1) Wood Street Walls (Company number 09577061) whose registered office is 41 Roland Road, E17 9HN ("Party A"); and (2) [●] [Limited] [(company number: [●])] whose registered office is at [●] ("Party B") [block:api-header] { "type": "basic", "title": "Background" } [/block] (A) For the purpose of discussing certain matters relating to a possible business relationship between the parties in respect of Wood Street Studios (the "Purpose") each of the parties has or may from time to time disclose certain confidential information from one party (the "Disclosing Party") to the other (the "Receiving Party") which may consist of any confidential information concerning the business, affairs, customers, clients or suppliers of the Disclosing Party or of any member of the Disclosing Party’s Group, the fact that such information has been made available, that discussions concerning the Purpose are taking place, the content of this Agreement and the fact it has been entered into (the "Confidential Information"). Party B will also treat as Confidential Information relating to Party A that Party A has identified a location for Wood Street Studios. Each of the parties wish to regulate how such Confidential Information shall be treated whilst it is in the possession or control of the other. It is agreed as follows: [block:api-header] { "type": "basic", "title": "Use of the Confidential Information" } [/block] In consideration of the parties agreeing to make the Confidential Information available to each other, the Receiving Party agrees with the Disclosing Party that it shall: not make any use of the Confidential Information except for the Purpose; hold the Confidential Information in the strictest confidence and will not disclose or divulge any part of the Confidential Information or any additions, modifications, improvements to it, save as permitted by sub-clause (c) below, to any third party without the Disclosing Party's prior written consent which may be withheld or given on such terms and conditions as the Disclosing Party may consider appropriate; restrict access to the Confidential Information to such of the Receiving Party's Group and its employees, officers, representatives or advisers who need to know such information for the Purpose. The Receiving Party will be responsible for ensuring that all such persons comply with the obligations in this Agreement; not make copies of the Confidential Information unless strictly required for the Purpose; and at the request of the Disclosing Party made at any time return or as the Disclosing Party may direct, destroy or completely remove all the Confidential Information (or other material containing or embodying the Confidential Information) in the Receiving Party's possession or under its control. [block:api-header] { "type": "basic", "title": "Application of restrictions" } [/block] Confidential Information may be disclosed if and to the extent: it is required by law, by any securities exchange, court order or other authority of competent jurisdiction or any regulatory or government authority to which the Receiving Party is subject; the Receiving Party considers it necessary to disclose the information to its professional advisers, auditors or bankers provided that it does so on terms protecting the information; the information has entered the public domain through no fault of the Receiving Party; the information was previously disclosed to the Receiving Party without any obligation of non disclosure; or such Confidential Information was developed by or for the Receiving Party independently of any disclosure by the Disclosing Party, provided that in any of the circumstances specified in sub-clauses (a) and (b) the Receiving Party shall give the Disclosing Party, reasonable written notice prior to such disclosure. [block:api-header] { "type": "basic", "title": "No warranty" } [/block] The Confidential Information is disclosed on an "AS IS" basis. The Disclosing Party makes no representations or warranties either express or implied regarding the sufficiency, completeness or adequacy of the Confidential Information for the Purpose or any purpose or regarding any infringements which may arise from the use of the Confidential Information. [block:api-header] { "type": "basic", "title": "Intellectual property rights" } [/block] All intellectual property rights in the Confidential Information including but not limited to patents, copyright, trade marks, registered designs, design rights and database rights together with any moral rights shall at all times remain the property of the Disclosing Party (or as applicable) and no licence or any proprietary right shall be granted to the Receiving Party other than for the purposes specified under this Agreement. Notwithstanding the above. the Receiving Party hereby assigns or agrees to assign to the Disclosing Party any and all such intellectual property rights as the Recipient may have or obtain in the Confidential Information supplied by the Disclosing Party and unconditionally and irrevocably waive any moral rights it may now or in the future be entitled in such intellectual property rights. [block:api-header] { "type": "basic", "title": "Duration" } [/block] This Agreement is entered into on the date stated at the beginning of it and will remain in full force and effect for a period of 24 months. 5.2 The secrecy of the Confidential Information disclosed pursuant to this Agreement shall be maintained for a period of one (1) year from the date of termination of this Agreement. [block:api-header] { "type": "basic", "title": "No Commitment" } [/block] Nothing in this Agreement constitutes or imposes on either party any offer or an obligation to enter into any agreement or transaction and in particular will not oblige either party to make any offer to or actually enter into any agreement pursuant to the Purpose [block:api-header] { "type": "basic", "title": "Inadequecy of rights" } [/block] Without prejudice to any other rights or remedies that the Disclosing Party may have, the Receiving Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Receiving Party. Accordingly, the Disclosing Party shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement. [block:api-header] { "type": "basic", "title": "Third Party Rights" } [/block] Save as expressly provided in sub-clause 8.2, no express term of this Agreement or any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it, but this does not affect any right or remedy of a third party which exists, or is available, apart from pursuant to that Act. This Agreement shall endure for the benefit of each party’s "Group" and the parties hereto may without limit or restriction terminate, rescind this Agreement agree any waiver or settlement or vary it in accordance with its terms without reference to, or the consent of any member of such Group . [block:api-header] { "type": "basic", "title": "Rights cumulative with those at general law" } [/block] Except as expressly provided in this Agreement, the rights, powers and remedies conferred on any party by this Agreement are cumulative and are additional and without prejudice to any right, power or remedy which it may have under general law or otherwise. [block:api-header] { "type": "basic", "title": "Entire Agreement" } [/block] This Agreement and any documents referred to in it sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (whether oral or written) in respect of the subject matter of this Agreement except in the case of fraud. [block:api-header] { "type": "basic", "title": "Assignment" } [/block] Except as set out in clause 11.2, neither party may assign, transfer, charge or otherwise encumber this Agreement or any right, benefit or interest under it without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Party A may assign the benefit of this Agreement to any member of Party A's Group. [block:api-header] { "type": "basic", "title": "Variation" } [/block] No variation of this Agreement shall be valid unless it is in writing (which for this purpose does not include email) and signed by or on behalf of each of the parties by its respective authorised representatives. [block:api-header] { "type": "basic", "title": "Counterparts" } [/block] This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart, when executed, shall be an original of this Agreement and all counterparts shall together constitute one instrument. [block:api-header] { "type": "basic", "title": "Group" } [/block] "Group" shall mean in respect of either party, their subsidiary and holding companies from time to time and any subsidiaries from time to time of any such holding company and in the case of Party A shall also include any current or future director or shareholder of Party A, any company and/or partnership formed to give business effect to the Purpose, of which a director or shareholder of Party A also serves as a director or shareholder or partner and any other affiliate and/or joint venture party of Party A or of any such party referred to in this clause 14 in each case which has been formed between them to give business effect to the Purpose. [block:api-header] { "type": "basic", "title": "Governing Law and Jurastiction" } [/block] This Agreement and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts. [block:api-header] { "type": "basic", "title": "Signature" } [/block] This Agreement has been entered into on the date stated at the beginning of it. Signed for and on behalf of Party A Signature: ………………………………………… Print Name: ………………………………………… Position: ………………………………………… Date: ………………………………………… Signed for and on behalf of Party B Signature: ………………………………………… Print Name: ………………………………………… Position: ………………………………………… Date: …………………………………………