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Header
Contract title:NON-DISCLOSURE AGREEMENT (NDA)
Contract number:EMP-2024-UK-001
Effective date:January 1, 2026
Expiration date:December 31, 2028
Party a name:Tech Innovations Ltd
Party a address:45 Queen Street
London
EC1V 9DS
United Kingdom
Party a contact:contact@techinnovations.co.uk | +44 20 7946 0123
Party b name:John Smith
Party b address:78 Baker Street
London
NW1 6XE
United Kingdom
Party b contact:john.smith@email.com | +44 7712 345678
Body
Body:
1. Definition of Confidential Information For purposes of this Agreement, "Confidential Information" means any non-public information, whether written, oral, electronic, or otherwise, that has or could have commercial value or other utility in the business of the Disclosing Party. Confidential Information includes, without limitation, business plans, technical data, financial information, customer information, trade secrets, know-how, and other proprietary materials. Written Confidential Information should be clearly marked as "Confidential" or with a similar designation. Oral Confidential Information shall be identified as confidential at the time of disclosure and confirmed in writing within a reasonable period after disclosure. 2. Exclusions from Confidential Information Confidential Information does not include information that the Receiving Party can demonstrate: a. is or becomes publicly available through no fault of the Receiving Party; b. was lawfully known by the Receiving Party prior to disclosure by the Disclosing Party; c. is lawfully obtained from a third party without breach of any confidentiality obligation; or d. is disclosed with the prior written consent of the Disclosing Party. 3. Obligations of the Receiving Party The Receiving Party agrees to: a. hold the Confidential Information in strict confidence and use it solely for the benefit of the Disclosing Party or for the purpose for which it was disclosed; b. restrict access to Confidential Information to employees, contractors, or third parties who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; c. not disclose, publish, copy, distribute, or otherwise make available any Confidential Information without the prior written consent of the Disclosing Party; d. protect the Confidential Information using at least the same degree of care used to protect its own confidential information, but not less than reasonable care. Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, notes, and materials derived from it. 4. Term and Survival This Agreement shall remain in effect until terminated by either Party upon written notice. The Receiving Party's obligation to maintain confidentiality shall survive termination of this Agreement and shall continue until the Confidential Information no longer qualifies as confidential or trade secret information under applicable law, or until the Disclosing Party provides written notice releasing the Receiving Party from such obligations, whichever occurs first. 5. No Partnership or Employment Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, or employment relationship between the Parties. 6. Severability If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to best reflect the original intent of the Parties. 7. Entire Agreement This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior or contemporaneous agreements, discussions, or understandings, whether written or oral. Any amendment must be in writing and signed by both Parties. 8. Waiver The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. 9. Notice of Legal Immunity (Whistleblower Protection) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: a. in confidence to a government official or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or b. in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the court proceeding, provided that any document containing the trade secret is filed under seal and the trade secret is not otherwise disclosed except by court order. 10. Binding Effect This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
Special terms:
None
Footer
Party a signature name:Jane Doe
Party a signature title:HR Director
Party a signature date:January 1, 2026
Party b signature name:John Smith
Party b signature title:Employee
Party b signature date:January 1, 2026
Witness name:Emily Clark
Notary info:Notary Public Registration No. 123456