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Bilateral NDA for the United Kingdom

Bilateral NDA Template for England and Wales

A bilateral non-disclosure agreement governed by the laws of England and Wales, designed to protect confidential information exchanged between two parties. The agreement creates mutual obligations for both parties to maintain confidentiality of shared information, including trade secrets, proprietary data, and business information. It includes provisions for permitted uses, security measures, return of information, and remedies for breach under English law.

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Bilateral NDA

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What is a Bilateral NDA?

This Bilateral NDA is designed for situations where two parties need to share sensitive business information while ensuring legal protection under English and Welsh law. The agreement is commonly used during business negotiations, joint ventures, or potential partnerships where both parties may disclose confidential information. It establishes mutual obligations for handling sensitive data, defines what constitutes confidential information, and provides legal remedies in case of breach. The document incorporates key requirements of English law, including the Trade Secrets Regulations 2018 and relevant data protection legislation.

What sections should be included in a Bilateral NDA?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Confidentiality Obligations: Core obligations regarding handling of confidential information

5. Permitted Use: Allowed uses of confidential information

6. Term and Termination: Duration of agreement and termination provisions

7. Return of Confidential Information: Obligations upon termination

8. Governing Law and Jurisdiction: Applicable law and dispute resolution

What sections are optional to include in a Bilateral NDA?

1. Data Protection: Required when confidential information includes personal data

2. International Transfers: Provisions for cross-border information sharing

3. Intellectual Property Rights: Protection of IP rights in confidential information

4. Non-solicitation: Restrictions on hiring other party's employees

What schedules should be included in a Bilateral NDA?

1. Description of Confidential Information: Detailed list or categories of confidential information covered

2. Authorized Representatives: List of individuals authorized to receive confidential information

3. Security Requirements: Specific security measures required for information protection

4. Permitted Purpose: Detailed description of allowed uses of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Cost

Free to use
Relevant legal definitions




















Clauses
























Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Key legislation implementing the EU Trade Secrets Directive that defines trade secrets, their protection, and remedies for breach. Essential for determining what constitutes protected confidential information.

Data Protection Act 2018 and UK GDPR: Legislation governing personal data protection, including processing obligations and cross-border data transfer restrictions. Relevant when confidential information includes personal data.

Common Law Contract Principles: Fundamental principles of contract law including offer, acceptance, consideration, intention to create legal relations, and certainty of terms. Forms the basis of NDA enforceability.

Intellectual Property Laws: Including Copyright, Designs and Patents Act 1988 and Trade Marks Act 1994. Relevant where confidential information intersects with intellectual property rights.

Law of Equity: Principles governing breach of confidence, fiduciary duties, and equitable remedies. Provides additional protection beyond contractual obligations.

Limitation Act 1980: Establishes time limits for bringing claims and affects the duration of confidentiality obligations. Important for enforcement of NDA terms.

Human Rights Act 1998: Addresses freedom of expression and right to privacy considerations. Relevant for balancing confidentiality obligations with human rights.

Employment Rights Act 1996: Covers employee-related aspects including whistleblowing provisions and public interest disclosure. Particularly relevant if NDA involves employees.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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