Non-Disclosure Agreement

Configure the agreement below and generate a print-ready execution draft. Drafted on the England and Wales basis by default. Restrictive covenant modules carry a local law review note. This generator produces a draft, not legal advice.

Structure

Disclosure basis

We act for

Counterparty profile

Date of agreement

Purpose (keep narrow and specific)

Parties

Party A · First party

Full legal name

Entity type

Registered number

Jurisdiction of incorporation

Registered office or principal address

Signatory name

Signatory title

Notice email

Party B · Second party

Full legal name

Entity type

Registered number

Jurisdiction of incorporation

Registered office or principal address

Signatory name

Signatory title

Notice email

Governing law and term

Governing law and disputes

Arbitration seat

Jurisdiction

Term (years)

Confidentiality survival after termination (years)

Return or destruction period (days)

Optional modules

No IP transfer with pre-emptive reassignment

No licence or transfer of intellectual property, plus present assignment back of any rights that vest in the receiving party by operation of law. Recommended for all technology disclosures.

Information security and AI restrictions

Security measures, incident notification, and a prohibition on exposing confidential information to public or training AI services.

Non-solicitation of personnel

Neither party solicits the other's senior or material employees or consultants met through the Purpose. Carve-outs for general recruitment and independent approaches. Drafted to be reasonable and workable under English law.

Restricted period (months)

Twelve months or less is the defensible norm under English law.

Extend to a no-hire restriction

Non-circumvention

The receiving party may not use the disclosing party's introductions to bypass it and deal directly with introduced counterparties. Useful for investor and deal introductions. Drafted narrowly to be reasonable and workable under English law.

Restricted period (months)

Non-compete

A narrow non-compete tied to use of confidential information, drafted to be reasonable and workable under English law. Keep the period, territory and competing business tight. Off by default because an NDA is often the wrong home for it.

Restricted period (months)

Six months is the defensible starting point; twelve is the outer bound.

Restricted territory

Competing business (define narrowly)

Investor syndication carve-out

Permits a regulated investor to share information with named co-investors, limited partners and its investment committee for the Purpose. Only relevant to the investor profile.

Data protection (independent controllers)

Each party is an independent controller of shared personal data and complies with applicable data protection law.

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