Appendices From U.K. Book

These examples, appendices and updates are here to help and guide you, but they are not a substitute for expert legal help. Suggestions may not apply in all situations and modifications may be required. Neither the publisher nor the authors accept any responsibility for any losses that may arise from the use or adaptation of these sample agreements.

These documents are just examples. You should work closely with your intellectual property lawyer on any document before it is signed. This will ensure that all your rights are protected.

Example of a Nondisclosure/Confidentiality Agreement


To: [insert name of person/company receiving the confidential information] ("the Recipient") In consideration of [insert name of person/company disclosing the confidential information] ("the Originator") disclosing certain information relating to the project ("the Information"), the Recipient undertakes:
  1. to use the Information solely for the purpose of commenting or advising / on the [insert description/name of project] project;
  2. to keep the Information confidential until the Information comes into the public domain through no act or default on the part of the Recipient or the Recipientís agents or employees;
  3. not to disclose the Information directly or indirectly to any person unless prior written consent is obtained from the Originator to discuss the Information with Recipientís other employees or agents;
  4. to keep the Information and all information generated by the Recipient based thereon separate from all documents and other information of the Recipient and under the Recipientís effective control at its usual place of business;
  5. not to make any copy, note, or record of the Information without the prior written consent of the Originator and that all copies, notes, and records of the Information made by the Recipient will be clearly marked "Strictly Confidential";
  6. to return the Information and all copies, notes, and records of the Information to the Originator immediately upon request and expunge all information from any computer, word processor, or other device containing the Information;
  7. the restrictions herein provided shall not apply with respect to Information otherwise known by the Recipient, or Information that was or becomes part of the public domain without breach of this Agreement by the Recipient or which was independently developed by the Recipient or is required to be disclosed under law, provided the Recipient notifies the Originator prior to making any such disclosure;
  8. that it acknowledges and agrees that because of the unique nature of the Information, Originator will suffer irreparable harm in the event that Recipient fails to comply with its obligations hereunder and that monetary damages will be inadequate to compensate Originator for a breach of this Agreement. Accordingly, Recipient agrees that Originator will have the right to seek immediate injunctive relief to enforce Recipientís obligations contained herein.
Signed by: [insert name of Recipient]
On behalf of: