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Business Disclosure Agreement Template for England and Wales

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Key Requirements PROMPT example:

Business Disclosure Agreement

"I need a Business Disclosure Agreement for a technology partnership between my AI software company and a potential investor, with specific provisions for protecting our source code and algorithmic trade secrets, to be effective from March 2025."

Document background
The Business Disclosure Agreement is essential when businesses need to share sensitive information while maintaining confidentiality. It's commonly used during business negotiations, partnerships, or potential mergers and acquisitions. Under English and Welsh law, this agreement provides legal protection for proprietary information, trade secrets, and other confidential data. It defines permitted uses, establishes security measures, and outlines consequences of unauthorized disclosure. The agreement is particularly crucial in today's business environment where information protection is paramount.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including definition and scope of Confidential Information

4. Obligations of Confidentiality: Core confidentiality requirements and duties of the receiving party

5. Permitted Disclosures: Circumstances under which disclosure is allowed and procedures for permitted disclosure

6. Term and Termination: Duration of the agreement and circumstances for termination

7. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information upon termination

8. Remedies: Available remedies in case of breach including injunctive relief

9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes

Optional Sections

1. Data Protection Compliance: Specific provisions relating to GDPR and Data Protection Act compliance when personal data is involved

2. Intellectual Property Rights: Additional provisions protecting IP rights when IP forms part of the confidential information

3. Non-Solicitation: Provisions preventing parties from soliciting each other's employees or clients

4. Assignment and Succession: Terms governing the transfer of rights and obligations under the agreement

5. Warranties and Representations: Additional warranties regarding the confidential information and authority to disclose

Suggested Schedules

1. Schedule 1: Description of Confidential Information: Detailed categorization and description of information considered confidential

2. Schedule 2: Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3: Security Measures: Specific security protocols and measures required for handling confidential information

4. Schedule 4: Permitted Purpose: Detailed description of the permitted use of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


























Clauses


























Industries

Common Law Contract Principles: Fundamental principles governing contract formation, offer, acceptance, consideration, and intention to create legal relations under English common law

Contract Law Act 1999: Legislation governing contractual relationships and enforcement of contractual terms in England and Wales

Misrepresentation Act 1967: Law dealing with false statements made during contract negotiations which induce parties to enter into contracts

UK General Data Protection Regulation: Post-Brexit UK version of GDPR governing the processing and protection of personal data

Data Protection Act 2018: UK's implementation of data protection standards, complementing and supplementing UK GDPR

Privacy and Electronic Communications Regulations: Regulations governing privacy and electronic communications, particularly relevant for digital information sharing

Copyright, Designs and Patents Act 1988: Primary legislation protecting intellectual property rights including copyright, designs, and patents

Trade Marks Act 1994: Legislation governing the protection and registration of trademarks in the UK

Trade Secrets Regulations 2018: Regulations providing specific protection for trade secrets and confidential business information

Employment Rights Act 1996: Law governing employment relationships, including confidentiality obligations in employment context

Equality Act 2010: Legislation ensuring non-discrimination and equal treatment in various contexts including business relationships

Competition Act 1998: Law preventing anti-competitive practices and ensuring fair competition in business

Enterprise Act 2002: Legislation addressing market regulation and enterprise law, including provisions affecting business agreements

Common Law Duty of Confidentiality: Judge-made law establishing basic principles of confidentiality and obligations to maintain secrets

Restraint of Trade Doctrine: Common law principle governing restrictions on trade and business activities, ensuring they are reasonable

Limitation Act 1980: Law setting time limits for bringing legal claims, including breaches of confidentiality agreements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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