Non-Disclosure Agreement NDA Template | Recipients Confidentiality Obligations | Warranties and Termination | General and Execution | Template for FCA Applications and Authorised Firms

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (NDA) is made on and effective from ____ day of __________, 20___ and is between the undersigned parties:

(i) [Your Company Name], whose trading address is: [Your Company Name]

_____________________________________________________________________________________________________________________________________________________ (“the Discloser”)

AND

(ii) [Insert 3rd Party Name], whose trading address is: –

_____________________________________________________________________________________________________________________________________________________ (“the Recipient”)

TERMS OF AGREEMENT

1 Definitions 

1.1 Except to the extent expressly provided otherwise, in this Agreement:

a. “Agreement” means this agreement, and any amendments to this agreement from time to time
b. “Business Day” means any weekday other than a bank or public holiday
c. “Disclose Confidential Information” means:

a. any information disclosed by or on behalf of the Discloser to the Recipient during the Term / at any time before the termination of this Agreement
b. [Enter the terms of this Agreement]

d. “Effective Date” means the date of execution of this Agreement
e. “Permitted Purpose” means [specify purpose or purposes] f. “Term” means the term of this Agreement, commencing in accordance with the above effective date.

2 Term

2.1 This Agreement shall come into force upon the Effective Date, subject to termination in accordance with Clause 5.

3 Recipient’s Confidentiality Obligations

3.1 The Recipient must:

a. keep the Discloser Confidential Information strictly confidential;

b. not disclose the Discloser Confidential Information to any person without the Discloser’s prior written;

c. use the same degree of care to protect the confidentiality of the Discloser Confidential Information as the Recipient uses to protect the Recipient’s own confidential information of a similar nature, being at least a reasonable degree of care;

d. not use any of the Discloser Confidential Information for any purpose other than the Permitted Purpose.

3.2 The Recipient may disclose the Discloser Confidential Information to their staff (officers, employees, professional advisers, insurers, agents and subcontractors), who have an appropriate and legal need to access the Discloser Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Discloser Confidential Information.

3.3 Upon the termination of this Agreement, the Recipient must immediately cease using any and all of the Discloser Confidential Information and must dispose of it in accordance with data protection laws, principles and guidance.

4 Warranties

4.1 The Discloser warrants to the Recipient that it has the legal right and authority to enter into this Agreement and to perform its obligations under the Agreement.

4.2 The Recipient warrants to the Discloser that it has the legal right and authority to enter into this Agreement and to perform its obligations under the Agreement.

4.3 All the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into the Agreement or any related contract.

5 Termination

5.1 Either party may terminate this Agreement by giving at least [XX days’] written notice of termination to the other party.

5.2 Upon the termination of this Agreement, all the provisions of this Agreement shall cease to have effect.

5.2 The termination of this Agreement shall not affect the accrued rights of either party.

6 General

6.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

6.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

6.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

6.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

6.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

6.6 Nothing in this Agreement shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.

Execution

The parties have indicated their acceptance of this Agreement by executing it below.

On Behalf of [Insert 3rd Party Name]                         On Behalf of [Your Company Name]

Name:             _____________________                  Name:             ___________________

Address:          _____________________                  Address:          ___________________

Date:               ___________                                      Date:               ___________