A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA), or secrecy agreement (SA), is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. It is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects nonpublic business information

1. CONFIDENTIALITY AGREEMENT
(Unilateral)
INSTRUCTIONS FOR USE
Document Confidentiality Agreement (Unilateral)
When to Use? When company is disclosing confidential information to a third party (the
“Recipient”).
NB: there is a separate document to be used when Working Links is swapping
information with a third party and is also to be subject to confidentiality obligations.
(Confidentiality Agreement (Bilateral)).
How to Use • Complete only those parts of the agreement highlighted in yellow.
• Delete this page before issuing.
• Print off in duplicate and arrange for both copies to be signed by the
Recipient.
• Both copies to be signed on behalf of company
• One original agreement to be sent to person at Company for retention,
one original agreement sent to the Recipient.
Any queries on this document or assistance in completing – please contact name, telephone number and
email

2. CONFIDENTIALITY AGREEMENT made this [ 11th ] day of [ April ] 2012
BETWEEN
COMPANY, a company incorporated under the Companies Acts (registered number 03943678) and having its
registered office at Garden House, 2nd
Floor, 57-59 Long Acre, London WC2E 9JL (the "Discloser"); and
[ FOR DETAILS CHECK www.companieshouse.co.uk [Limited]]
, [a company incorporated under the Companies Acts] (registered number [ ]) having its registered office at]
[OR] [having its principal place of business at [ ]]
Samantha Coombs] (the "Recipient")
which are referred to collectively as “the Parties”
WHEREAS:
(A) The Discloser possesses certain information of a confidential nature (including but not limited to trade
secrets and proprietary know-how) which it has, will. or may be making available to the Recipient.
(B) The Recipient is interested in having access to said information for the Purpose as defined below and
the parties have agreed to protect such information on the terms set out in this Agreement.
In consideration of the mutual obligations contained herein and for good and adequate consideration (the receipt and
adequacy of which are hereby acknowledged) IT IS HEREBY AGREED as follows:-
1 In this Agreement the following expressions shall have the following meanings:-
“Confidential Information” means any information or data of any nature and in any form obtained from
any source including (but without prejudice to the generality of the foregoing) information concerning the
Discloser's organisation, finances, products, projects, processes, specifications, methods, know-how,
designs, formulae, technology and business activities; and
“the Purpose” means [Access to Company Database Information ].
2 Subject to the provisions of Clause 4 below, the Recipient undertakes in relation to any and all Confidential
Information disclosed to it by or on behalf of the Discloser whether on, before or after the date of this
Agreement:-
2.1 to keep the Confidential Information secret and confidential and accordingly to restrict any
disclosure to its directors, officers, employees and agents on a need to know basis and only directly
for the Purpose, and to ensure that such persons are informed in writing of the obligations
contained in this Agreement;
2.2 to keep the Confidential Information in safe custody and in a secure place;
2.3 subject to Clause 2.1 not to disclose the Confidential Information to any third party or
allow it to come into the possession of any third party without the prior written approval of the
Discloser;
2.4 not to use the Confidential Information for any commercial or other purpose other than
for the Purpose;
2.5 not to copy, adapt or reproduce the Confidential Information in any manner or form
without the Discloser's prior written approval;
2.6 to return the Confidential Information (together with any copies of it held by the
Recipient) immediately to the Discloser upon request and in such circumstances remove it from
any computer into which it has been programmed. The Recipient shall confirm to the Discloser

3. upon request that it has complied with the terms of this paragraph.
3 The Recipient shall procure that each of its respective directors, officers, employees and consultants
complies with the provisions relating to confidentiality contained in this Agreement and accordingly the
Recipient shall be responsible for any breach of such provisions by such persons.
4 The provisions of this Agreement shall not apply to any Confidential Information:-
(a) which is in or enters the public domain other than through any act or omission constituting a breach
of the Recipient's obligations under this Agreement;
(b) which the Recipient can prove by documentary evidence was already in the Recipient's possession
or known to the Recipient and at its free disposal prior to receipt from the Discloser and was not
previously acquired by the Recipient from the Discloser under an obligation of confidence;
(c) which is disclosed to the Recipient by a third party without breach by the Recipient or such third
party of any obligation of confidentiality or non-use towards the Discloser; and
(d) where its disclosure is required by law or any legal or regulatory obligation to which the Recipient is
subject.
5 Notwithstanding any termination of the Purpose or return of all or part of the Confidential Information,
this Agreement and the undertakings in it shall continue in full force and effect for a period of five (5)
years from the date of this Agreement, unless otherwise agreed by the Parties in writing.
6 The Recipient agrees that it shall acquire no right, title or license in relation to any Confidential Information it
receives or in relation to the Discloser’s patents, trade marks, trade names, design rights, copyright, or any
other rights as may subsist in or be reproduced in the Confidential Information and the Recipient shall not,
nor shall any persons on its behalf, apply for any patent, or registration of any trade mark or design or any
other intellectual property right, in respect of the Confidential Information or any part thereof.
7 This Agreement and the disclosure of any Confidential Information shall not be deemed to constitute or
imply any offer or obligation to make any purchase, sale, lease or hire of any goods or services by either
Party.
8 The Recipient agrees not to discuss the existence of or the terms of this Agreement or the Purpose with any
third party. The Recipient may not assign its rights and obligations contained in this Agreement. The terms
of this Agreement may not be amended unless agreed in writing between the Parties. The Discloser may
take any action available to it under this Agreement at any time and shall not be prejudiced by any delay on
its part.
9 The Recipient acknowledges the importance of protecting the Confidential Information of the Discloser, that
damages may not be a sufficient remedy in the event of any breach of the terms of this Agreement and that
the Discloser should be entitled to injunctive relief (including on an interim or interlocatory basis) as
appropriate.
10 This Agreement contains the entire understanding between the Parties in relation to Confidential Information
and supersedes all prior communications and agreements in relation thereto whether orally or in writing
provided that nothing in this Clause 10 shall have effect to exclude the liability of either party for fraud or
fraudulent misrepresentation.

4. 11 This Agreement shall be governed by and construed in accordance with the laws of England and the
Parties hereby each submit to the exclusive jurisdiction of the English Courts.
This Agreement is hereby executed by the following authorised representatives of the Parties, on the date set out
above.
SIGNED for and on behalf of
The Company
……………………………………
Name
…………………………………….
Position
…………………………………….
SIGNED for and on behalf of
the Recipient
………………………………………...
Name
………………………………………...
Position
………………………………………...