Non-Disclosure agreement for a basic information exchange agreement applicable where three parties are agreeing to exchange confidential information before concluding a binding joint venture agreement. 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.

Party 1, Party 2 and Party 3 have each requested the other to make available confidential information concerning the other, its subsidiaries and their businesses for the purposes of evaluating a transaction relating to a possible joint venture in the field between Party 1, Party 2 and Party 3 (the Transaction).

The parties, for their mutual benefit, have exchanged and wish to further exchange such confidential information subject to the terms and conditions of this Agreement.

To keep the disclosed Information confidential each party shall:

(a) not disclose the information to anyone other than to such Representatives of the receiving party who:

(i) have been previously approved in writing by the disclosing party and

(ii) in the opinion of the disclosing party, strictly require access to the Information for the Purpose; and

(iii) are aware of the obligations of confidentiality relating to the Information and are obliged by their contracts of employment or service (or other binding obligations) not to disclose it to any third party;

(b) keep separate all Information (and all information generated by the receiving party which derives from the Information) from all other documents and records of the receiving party;

(c) take steps to ensure that the information is protected against theft or unauthorised access and apply to the Information no lesser security measures and degree of care than those which the receiving party applies to its own confidential information. The receiving party warrants that these provide adequate protection from unauthorised disclosure, copying or use;

(d) keep a written record of:

(i) any document or other information received from the other intangible form;

(ii) any copy made of all or part of the Information;

(iii) the Approved Representatives of the receiving party having possession or control of the Information or any part of it;

(e) ensure that all documents or other records containing Information are kept at its premises and are not removed or allowed to be removed from its premises without the prior written approval of the other; and

(f) ensure that only Approved Representatives of that party contact the other party or its Representatives with a view to obtaining information about the other party, its Group or its business.

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.