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Mutual Confidentiality And Non Circumvention Agreement Template for England and Wales

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Key Requirements PROMPT example:

Mutual Confidentiality And Non Circumvention Agreement

"I need a Mutual Confidentiality And Non Circumvention Agreement for a potential joint venture between my tech startup and a manufacturing partner in Wales, with special focus on protecting our AI algorithms and preventing either party from approaching each other's clients directly."

Document background
The Mutual Confidentiality And Non Circumvention Agreement is essential for businesses operating under English and Welsh law who are entering into discussions or negotiations where sensitive information will be shared. This document is particularly crucial when parties need to protect their business interests, intellectual property, and relationship networks. It combines traditional confidentiality provisions with specific clauses preventing parties from bypassing each other to directly approach contacts or opportunities discovered through their relationship. The agreement is commonly used in business negotiations, joint ventures, investment discussions, and strategic partnerships.
Suggested Sections

1. Parties: Identification of contracting parties and their details

2. Background: Context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement

4. Confidentiality Obligations: Core obligations regarding confidential information

5. Non-Circumvention Provisions: Restrictions on direct business relationships

6. Term and Termination: Duration and termination conditions

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

Optional Sections

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

2. Intellectual Property Rights: Protection of IP within confidential information when IP forms part of confidential information

3. International Transfer Provisions: Cross-border information transfer rules when parties are in different jurisdictions

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of information covered by agreement

2. Schedule of Authorized Recipients: List of personnel authorized to access confidential information

3. Security Protocols: Technical and organizational measures for information protection

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


















Clauses


















Relevant Industries
Relevant Teams
Relevant Roles
Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Key legislation implementing the EU Trade Secrets Directive that defines trade secrets, their protection, and outlines remedies for breach

Data Protection Act 2018 and UK GDPR: Legislation governing the handling of personal data, including processing requirements, protection measures, and cross-border transfer regulations

Contract Law Fundamental Legislation: Including Common law precedents on confidentiality, The Law of Property (Miscellaneous Provisions) Act 1989, and Misrepresentation Act 1967

Restraint of Trade Doctrine: Common law principles governing reasonable restrictions in trade, including competition law considerations and limitations on duration and geographical scope

Equitable Principles of Confidentiality: Established through case law, particularly Coco v A.N. Clark (Engineers) Ltd [1969], defining breach of confidence requirements

Companies Act 2006: Legislation governing directors' duties regarding confidential information and corporate disclosure requirements

Intellectual Property Laws: Including Copyright, Designs and Patents Act 1988, Trade Marks Act 1994, and Patents Act 1977 for IP protection considerations

Civil Procedure Rules: Rules governing enforcement mechanisms, remedies provisions, and injunctive relief considerations for confidentiality breaches

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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