Two way Non Disclosure agreement for discussion of a Transaction. It imposes a mutual obligation of confidentiality on the parties who provide and receive information at the same time. This form imposes stricter / tighter obligations on the parties.

The parties are in consideration of the Transaction, and will each be providing the other with certain confidential information. This Agreement relates to information at any time and from time to time supplied by a party or by any of the Connected Persons orally, in writing or in any other form to the other or its Representatives in connection with the Transaction

To maintain the confidentiality of the disclosed Information each party shall:

(a) not disclose the Information to anyone except to those of their Representatives who need access to it for the Purpose on the basis that they themselves will not disclose, copy, reproduce or distribute it to any person who is not an Approved Representative.

(b) apply to the Information no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which the receiving party warrants as providing adequate protection from unauthorised disclosure, copying or use.

To maintain the confidentiality of the disclosed Information each party shall: (a) not disclose the Information to anyone other than as permitted in writing by the other or to those of their respective Representatives who strictly need access to it for the Purpose ("Approved Representatives"), and only to the extent that they need that access, on the terms of this Agreement and on the basis that they themselves will not disclose, copy, reproduce or distribute it to any person who is not an Approved Representative; (b) keep separate all Information from all documents and other records of the receiving party; (c) take steps to ensure that the Information is protected against theft or unauthorised access, apply to the Information no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which the receiving party warrants as providing adequate protection from unauthorised disclosure, copying or use.

If either party is required to disclose all or part of the Information pursuant to any legal requirement of any country which has jurisdiction over either party or any governmental or quasi-governmental authority it will be entitled to do so Provided That the party required to make the disclosure shall immediately upon becoming aware that the disclosure is required, advise the other party of the circumstances in which the disclosure is required and agree with the other the extent and timing of the disclosure.

How to use this Document?

This document should be carefully read by the Discloser and the Disclosee. Both parties should sign and return a copy, and once signed, both parties should get a copy.

This Non-Disclosure Agreement (NDA) may be used when confidential information is disclosed between the discloser and the disclosee, to ensure confidentiality. 

To avoid any future disputes, both parties may wish to have their signatures witnessed.

If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.