NDAs in English – Learn the structure of Non-disclosure Agreements

NON-DISCLOSURE AGREEMENT

This NON-DISCLOSURE AGREEMENT is entered into on the _____ day of _____, _____, by and between _____ (“Owner” and _____ (“Contractor”).

1. 1. 1. WHEREAS, Owner is in the business of _____________
    2. WHEREAS, Contractor desires confidential information (defined below) for the purpose of ____________
    3. WHEREAS, Contractor has agreed not to disclose, divulge, or communicate, to any person or entity, any Confidential Information.

NOW, THEREFORE, in consideration of the terms, covenants, and conditions described herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Here is some key vocabulary:

enter into, disclose, divulge, in consideration of, covenants, herein, hereby

1. CONFIDENTIAL INFORMATION. As used in this Agreement, “Confidential Information” means all non-public information related to the Business, including without limitation, financial information, technical information, marketing information, cost information, sales information, customer information, operating information, product information, all documents, reports, plans, formulas, compilations, devices, techniques, data, materials, methods, processes, sources, and any other information, however described, which is, or could be valuable howsoever in the type of business in which Owner is engaged. Owner makes no representation or warranty with respect to any such Confidential information provided to the Contractor. Contractor shall not have any ownership rights or grant licenses with respect to any Confidential Information and shall not use any Confidential Information for its benefit, without Owner’s written consent.

Key vocabulary:

including without limitation, howsoever, warranty, shall, grant licences, such, written consent

2. COVENANT NOT TO DISCLOSE. Contractor covenants and agrees that Contractor, its owners, managers, agents, employees, consultants, and representatives will not disclose, divulge, or communicate, to any person or entity, for any purpose or reason whatsoever any Confidential Information without the prior written consent of the Owner. The foregoing parties shall only receive such Confidential Information as reasonably necessary for the purpose set forth above and shall agree to maintain confidentiality in accordance with terms no less protective than those set forth in this Agreement. All such information shall be deemed confidential, sensitive and valuable, shall be used solely for the purpose set forth above, and shall not at any time, in any manner, be used for any other purpose. The covenants and restrictions described herein shall apply to the extent that the Confidential Information (i) is not otherwise made public by the Owner, (ii) is not already a matter of public information, or (iii) is not requested in the context of a subpoena or records request in connection with a lawsuit. Provided that in the case of such a request, Contractor shall give adequate notice to Owner that such Confidential Information has been requested in connection with a lawsuit and shall allow Owner to enter into such proceedings for the purpose of protecting against disclosure of such Confidential Information. If a party claims to have known any such Confidential Information prior to disclosure, that party shall have the burden of proof of such prior knowledge. This agreement and the non-disclosure covenant set forth herein shall terminate upon written notice of termination from the Owner to the Contractor.

Key vocabulary:

foregoing, set forth, shall, deemed, herein, to the extent, subpoena, enter into, burden of proof, covenant

3. INJUNCTIVE RELIEF. The parties recognize that irreparable injury will result to the Owner and other in the event of a breach of this Agreement and that this covenant not to disclose is an inducement to the Owner to disclose the information contemplated hereunder. It is hereby agreed that in the event of a breach, Owner shall be entitled, in addition to any other remedies and damages available at law or in equity, to an injunction to restrain the violation thereof by Contractor, or Contractor’s owners, managers, agents, employees, consultants and representatives, and all other persons acting for or in connection with Contractor.

Key vocabulary:

irreparable injury, breach, covenant, inducement, hereunder, hereby, shall, entitled, remedy, damages, equity, injunction, thereof

4. GENERAL PROVISIONS. This Agreement shall be governed by the laws of the State in which the principal office of the Owner is located, which is the State of _____. If a dispute arises with regard to this Agreement, Contractor agrees that it shall be subject to personal jurisdiction is such State, and that venue shall be proper in such State. If any action, suit, or proceeding is brought by a party hereto with respect to a matter or matters covered by this Agreement, all costs and expenses of the prevailing party in such proceeding, including reasonable attorney’s fees shall be paid by the non-prevailing party. This Agreement will inure to the benefit of and be binding upon the parties, their successors, and expressly permitted assignments. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unforeseeable, the remaining provisions shall remain in full effect. This Agreement may be singed in counterparts and delivered by PDF or other electronic means, which taken together, shall constitute an original, binding agreement.

Key vocabulary:

shall, venue, hereto, prevailing party, successors, assignments, inure, binding, provision, held, unforeseeable, in full effect

General Legal English Quiz

See your level in just 5 minutes.

Some examples

Can you fix some of the following sentences?

Example 1

Avoid Adverbs

What would you change in this sentence?

Contractor shall not have any ownership rights or licenses with respect to any Confidential Information and shall not maliciously use any Confidential Information for its benefit, without Owner’s written consent.

Tip #1

Here is a more concise version eliminating the unnecessary adverbs.

Words to avoid: maliciously, exceedingly, excessively, aggressively, scandalously, disgracefully, disreputably, and shoddily, among others.

Example 2

Avoid Aggressive Language

What would you change in this sentence?

All such information shall be excessively deemed confidential, highly sensitive and greatly valuable, shall be used solely for the purpose set forth above, and shall not at any time, in any manner, be used for any other purpose.

Tip #2

Here is a more concise version eliminating the unnecessary aggressive adjectives.

Words to avoid: outrageous, unforgivable, blatant, misleading, frivolous.

Example 3

Avoid Legal Jargon

What would you change in this sentence?

If a party claims to have known any such Confidential Information prior to disclosure, that party shall have the burden of proof of such prior knowledge.

Tip #3

Here is a more concise version eliminating the unnecessary legal jargon.

If a party claims to have known any such Confidential Information prior to disclosure, that party shall have the burden of proof of such prior knowledge.

Words to avoid: hereinafter, inasmuch as, notwithstanding, thereon, etc.

Example 4

Avoid Pronouns

What would you change in this sentence?

It is hereby agreed that in the event of a breach, they shall be entitled, in addition to any other remedies and damages available at law or in equity, to an injunction to restrain the violation thereof by them.

Tip #4

Here is a more concise version clarifying the vague pronouns.

It is hereby agreed that in the event of a breach, Owner shall be entitled, in addition to any other remedies and damages available at law or in equity, to an injunction to restrain the violation thereof by Contractor, or Contractor’s owners, managers, agents, employees, consultants and representatives, and all other persons

Words to avoid: I, you, we, they, he and she.