Secrecy Agreement (Non-Disclosure Agreement)

A secrecy agreement is also known as a non-disclosure agreement or NDA. It is used where the owner of confidential information wishes to disclose that information to another person.

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A Secrecy Agreement is also known as a Non-Disclosure Agreement or NDA. It is used where the owner of confidential information wishes to disclose that information to another person (either an individual or a company) usually in the course of business negotiations or seeking funds for investment, and wishes the information to remain confidential and not be used by the person the information is being disclosed to. This UK Secrecy Agreement (Non-Disclosure Agreement) will provide you with this basic protection.

Among others, this form includes the following provisions:
  • Interpretation
  • Undertakings of the recipient
  • Exceptions and Inclusions
  • Confidentiality measures
  • and more
This Secrecy Agreement has been created by UK lawyers for use in England and Wales.
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.















Secrecy Agreement
(England and Wales)







This Packet Includes:
1. Information
2. Step-by-Step Instructions
3. Secrecy Agreement





Information
Secrecy Agreement

The Secrecy Agreement is to be used in circumstances where someone has developed a great idea but they need funding to take the project forward.  Problems arise when an inventor is concerned about revealing his idea to a stranger who may steal the idea.  On the other hand an investor will not commit any money to a project if he does not know what he is investing in.

The Secrecy Agreement (sometimes referred to as a non disclosure agreement or NDA) is the document that is to be used to attempt to bridge these problems.  This simply states that the Inventor has developed an idea and requires funding to develop the idea further.  It confirms that the Inventor owns the idea and that the investor can only use the information disclosed to evaluate the idea in order to decide whether to invest.  The investor will not disclose the idea to any other third parties or copy or use the idea for himself.

Please note that although the agreement is intended to protect the inventor, the policing of any Secrecy Agreement is very difficult.  If an Investor steals an idea that is disclosed to him pursuant to a Secrecy Agreement there really are few options available for the Inventor other than recourse to the Courts to obtain an injunction or damages. This can of course be very expensive and complex. That being said we strongly urge any potential inventors of ideas or business systems to insist that any investors enter into the Secrecy Agreement.  It will at least make investors think twice before stealing your idea.  It will also show them immediately that you are a professional person who should be taken seriously. Do not feel embarrassed about asking an investor to enter into this Secrecy Agreement.  Surely it is far better that your idea is protected rather than it is stolen?



As in common with all our agreements it is straightforward and self explanatory.


 Step-by-Step Instructions
 Secrecy Agreement

   

We would draw your attention to the following clauses:

   Parties   Enter carefully the details of the parties and state whether they are a business or company.

   Recital A   Please provide a brief description of the idea. In this draft we have envisaged that the inventor has developed a business system. You could easily substitute the definition System for Product.

   Clause 2    This clause sets out the obligations of confidentiality on the recipient of the information.

   Clause 5   This clause deals with the confidentiality measures to be taken by the recipient. Ensure an address is inserted at clause 5.1.2.




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice.     Only a lawyer/solicitor/barrister can provide legal advice.  A lawyer/solicitor/barrister should be consulted for all serious legal matters. No Lawyer-Client / Solicitor-Client relationship is created by                       use of these materials.  



THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 


SECRECY AGREEMENT (Long form)
Date:                                 20
Parties:
(1)   “The Owner”: [enter name of company or business] whose [registered office  if a company] or [principal place of business- if a business] is at [________].
(2)   “The Recipient”: [enter name of company or business] whose [registered office  if a company] or [principal place of business- if a business] is at [________].
Recitals:
(A)   The Owner has developed a process and apparatus for [describe in outline the novel system] (“the System”), and is the owner of confidential information relating to the System and of any intellectual property rights therein.
(B)   To enable the Recipient to evaluate the System with a view to taking a licence to manufacture and sell the same, the Owner is willing to disclose information relating to it to the Recipient under conditions of confidentiality.
Operative provisions:
1.   Interpretation
1.1   For the purposes of this Agreement “Proprietary Information” means any and all information which is now or at any time hereafter in the possession of the Owner and which relates to the System, including without limitation data, knowhow, formulae, processes, designs, photographs, drawings, specifications, software programs and samples and any other material bearing or incorporating any information relating to the System.
2.   Undertakings of the recipient
2.1   In consideration of the Owner disclosing information relating to the System to the Recipient, the Recipient hereby undertakes:
2.1.1   to use all Proprietary Information so disclosed exclusively for the purpose of evaluating the commercial potential of the system with a view to its taking a licence in respect thereof from the Owner; and
2.1.2   to maintain confidential all Proprietary Information that it may acquire in any manner;
and it will accordingly not directly or indirectly use or disclose any of the Proprietary Information in whole or in part save for the purposes of and in accordance with this Agreement.
3.   Exceptions
3.1   The foregoing restrictions on the Recipient shall not apply to any Proprietary Information which:
3.1.1   the Recipient can prove by documentary evidence produced to the Owner within 28 days of disclosure that such Proprietary Information was already in the possession of the Recipient and at its free disposal before the disclosure hereunder to the Recipient;
3.1.2   is hereafter disclosed to the Recipient without any obligations of confidence by a third party who has not derived it directly or indirectly from the Owner;
3.1.3   is or becomes generally available to the public in printed publications in general circulation [in the United Kingdom] through no act or default on the part of the Recipient or the Recipients agents or employees.
4.   Inclusions
4.1   Without prejudice to the generality of clause 3.1.3 information shall not be deemed to be generally available to the public by reason only that it is known to only a few of those people to whom it might be of commercial interest, and a combination of two or more portions of the Proprietary Information shall not be deemed to be generally available to the public by reason only of each separate portion being so available.
5.   Confidentiality measures
5.1   To secure the confidentiality attaching to the Proprietary Information, the Recipient shall:
5.1.1   keep separate all Proprietary Information and all information generated by the Recipient based thereon from all documents and other records of the Recipient;
5.1.2   keep all documents and any other material bearing or incorporating any of the Proprietary Information at the usual place of business of the Recipient in the United Kingdom, namely [enter address];
5.1.3   not use, reproduce, transform, or store any of the Proprietary Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
5.1.4   allow access to the Proprietary Information exclusively to those employees of the Recipient who have reasonable need to see and use it for the purposes of its evaluation by the Recipient and shall inform each of said employees of the confidential nature of the Proprietary Information and of the obligations on the Recipient in respect thereof;
5.1.5   wherever reasonably practicable obtain a written statement from each of its employees having access to the Proprietary Information undertaking to maintain the same confidential, and shall take such steps as may be reasonably desirable to enforce such obligations;
5.1.6   make copies of the Proprietary Information only to the extent that the same is strictly required for the purposes of its evaluation by the Recipient;
5.1.7   on request of the Owner made at any time shall deliver up to the Owner all documents and other material in the possession custody or control of the Recipient that bear or incorporate any part of the Proprietary Information.
6.   Governing law
6.1   The construction validity and performance of this Agreement shall be governed by English law.

Signed for and on behalf of the Owners authorised representative:
Name:      ___________________________
Signature:       ___________________________
Position:       __________________________
Dated:       __________________________

Signed for and on behalf of the Recipients authorised representative:
Name:      ___________________________
Signature:       ___________________________
Position:       __________________________
Dated:       __________________________

Number of Pages6
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#32256
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.















Secrecy Agreement
(England and Wales)







This Packet Includes:
1. Information
2. Step-by-Step Instructions
3. Secrecy Agreement





Information
Secrecy Agreement

The Secrecy Agreement is to be used in circumstances where someone has developed a great idea but they need funding to take the project forward.  Problems arise when an inventor is concerned about revealing his idea to a stranger who may steal the idea.  On the other hand an investor will not commit any money to a project if he does not know what he is investing in.

The Secrecy Agreement (sometimes referred to as a non disclosure agreement or NDA) is the document that is to be used to attempt to bridge these problems.  This simply states that the Inventor has developed an idea and requires funding to develop the idea further.  It confirms that the Inventor owns the idea and that the investor can only use the information disclosed to evaluate the idea in order to decide whether to invest.  The investor will not disclose the idea to any other third parties or copy or use the idea for himself.

Please note that although the agreement is intended to protect the inventor, the policing of any Secrecy Agreement is very difficult.  If an Investor steals an idea that is disclosed to him pursuant to a Secrecy Agreement there really are few options available for the Inventor other than recourse to the Courts to obtain an injunction or damages. This can of course be very expensive and complex. That being said we strongly urge any potential inventors of ideas or business systems to insist that any investors enter into the Secrecy Agreement.  It will at least make investors think twice before stealing your idea.  It will also show them immediately that you are a professional person who should be taken seriously. Do not feel embarrassed about asking an investor to enter into this Secrecy Agreement.  Surely it is far better that your idea is protected rather than it is stolen?



As in common with all our agreements it is straightforward and self explanatory.


 Step-by-Step Instructions
 Secrecy Agreement

   

We would draw your attention to the following clauses:

   Parties   Enter carefully the details of the parties and state whether they are a business or company.

   Recital A   Please provide a brief description of the idea. In this draft we have envisaged that the inventor has developed a business system. You could easily substitute the definition System for Product.

   Clause 2    This clause sets out the obligations of confidentiality on the recipient of the information.

   Clause 5   This clause deals with the confidentiality measures to be taken by the recipient. Ensure an address is inserted at clause 5.1.2.




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice.     Only a lawyer/solicitor/barrister can provide legal advice.  A lawyer/solicitor/barrister should be consulted for all serious legal matters. No Lawyer-Client / Solicitor-Client relationship is created by                       use of these materials.  



THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 


SECRECY AGREEMENT (Long form)
Date:                                 20
Parties:
(1)   “The Owner”: [enter name of company or business] whose [registered office  if a company] or [principal place of business- if a business] is at [________].
(2)   “The Recipient”: [enter name of company or business] whose [registered office  if a company] or [principal place of business- if a business] is at [________].
Recitals:
(A)   The Owner has developed a process and apparatus for [describe in outline the novel system] (“the System”), and is the owner of confidential information relating to the System and of any intellectual property rights therein.
(B)   To enable the Recipient to evaluate the System with a view to taking a licence to manufacture and sell the same, the Owner is willing to disclose information relating to it to the Recipient under conditions of confidentiality.
Operative provisions:
1.   Interpretation
1.1   For the purposes of this Agreement “Proprietary Information” means any and all information which is now or at any time hereafter in the possession of the Owner and which relates to the System, including without limitation data, knowhow, formulae, processes, designs, photographs, drawings, specifications, software programs and samples and any other material bearing or incorporating any information relating to the System.
2.   Undertakings of the recipient
2.1   In consideration of the Owner disclosing information relating to the System to the Recipient, the Recipient hereby undertakes:
2.1.1   to use all Proprietary Information so disclosed exclusively for the purpose of evaluating the commercial potential of the system with a view to its taking a licence in respect thereof from the Owner; and
2.1.2   to maintain confidential all Proprietary Information that it may acquire in any manner;
and it will accordingly not directly or indirectly use or disclose any of the Proprietary Information in whole or in part save for the purposes of and in accordance with this Agreement.
3.   Exceptions
3.1   The foregoing restrictions on the Recipient shall not apply to any Proprietary Information which:
3.1.1   the Recipient can prove by documentary evidence produced to the Owner within 28 days of disclosure that such Proprietary Information was already in the possession of the Recipient and at its free disposal before the disclosure hereunder to the Recipient;
3.1.2   is hereafter disclosed to the Recipient without any obligations of confidence by a third party who has not derived it directly or indirectly from the Owner;
3.1.3   is or becomes generally available to the public in printed publications in general circulation [in the United Kingdom] through no act or default on the part of the Recipient or the Recipients agents or employees.
4.   Inclusions
4.1   Without prejudice to the generality of clause 3.1.3 information shall not be deemed to be generally available to the public by reason only that it is known to only a few of those people to whom it might be of commercial interest, and a combination of two or more portions of the Proprietary Information shall not be deemed to be generally available to the public by reason only of each separate portion being so available.
5.   Confidentiality measures
5.1   To secure the confidentiality attaching to the Proprietary Information, the Recipient shall:
5.1.1   keep separate all Proprietary Information and all information generated by the Recipient based thereon from all documents and other records of the Recipient;
5.1.2   keep all documents and any other material bearing or incorporating any of the Proprietary Information at the usual place of business of the Recipient in the United Kingdom, namely [enter address];
5.1.3   not use, reproduce, transform, or store any of the Proprietary Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
5.1.4   allow access to the Proprietary Information exclusively to those employees of the Recipient who have reasonable need to see and use it for the purposes of its evaluation by the Recipient and shall inform each of said employees of the confidential nature of the Proprietary Information and of the obligations on the Recipient in respect thereof;
5.1.5   wherever reasonably practicable obtain a written statement from each of its employees having access to the Proprietary Information undertaking to maintain the same confidential, and shall take such steps as may be reasonably desirable to enforce such obligations;
5.1.6   make copies of the Proprietary Information only to the extent that the same is strictly required for the purposes of its evaluation by the Recipient;
5.1.7   on request of the Owner made at any time shall deliver up to the Owner all documents and other material in the possession custody or control of the Recipient that bear or incorporate any part of the Proprietary Information.
6.   Governing law
6.1   The construction validity and performance of this Agreement shall be governed by English law.

Signed for and on behalf of the Owners authorised representative:
Name:      ___________________________
Signature:       ___________________________
Position:       __________________________
Dated:       __________________________

Signed for and on behalf of the Recipients authorised representative:
Name:      ___________________________
Signature:       ___________________________
Position:       __________________________
Dated:       __________________________

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