Use this contract:

• To appoint a distributor for various kinds of products (e.g. raw materials, finished goods, stock, vehicles, services, etc.).
• Whether the distributor shall act on a given territory or worldwide, exclusively or in competition with other distributors and/or the supplier himself.
• If the distributor is free to decide on the sales policy or should follow guidelines, pricing policy and/or provide additional after-sale services.
• Whether the products shall be sold as white label (under the trademark of the distributor) or under the trademark of the supplier.

Protect your rights as the supplier with the following options:

• Possibility to modify the products from time to time, in a compulsory manner, by giving a notice to the distributor.
• Limitation of quality inspection period and requirement to tolerate a reasonable delay in suppliers.
• Definition of guidelines, pricing policy, requirement to provide after-sale services.
• Requirement to meet sales targets, subject to termination for failure within a given tolerated deadline.
• Prohibition for the distributor to work for competitors of the supplier during or even after the expiration of the agreement.

Protect your rights as the distributor with the following options:

• Exclusivity on the given territory, with prohibition to appoint other distributors or for the supplier to compete himself.
• Obligation to repurchase unsold products if they are removed from sales line by the supplier.
• Flexibility of payment of procurement price, whether upon effective resale or upon supply, with transfer of risk onto the supplier or the distributor respectively.
• Longer termination notice, minimum duration and tolerated delay to meet the initial targets.
• Limitation of liability for damages.

Use this contract: 

• When you enter into negotiations relating to a commercial matter, but are not yet obliged to accept and perform it.
• If you may disclose or otherwise provide access to confidential information during negotiations.
• To protect your business secrets, inventions, or other sensitive and proprietary information.
• Whether or not you wish to prohibit poaching of staff or competition with the party receiving the information.

Protect yourself legally as a disclosing party with the following options: 

• Clear and unequivocal definition of confidential and non-confidential information, to avoid any misunderstanding. 
• Indication of a ratification period, annexes, and specific declarations to increase clarity. 
• Imposition of specific restrictions, sanctions, or swift legal action in the event of breach. 
• Restrictions on non-employment and non-competition, if necessary. 

Non-disclosure agreement

A non-disclosure agreement template allows you to draft a legally binding contract to protect your confidential information, define how it may be used, how it should be protected, and the liability that the receiving party assumes.

A company may fill in a non-disclosure contract template:

• To protect confidential information that may be disclosed in view of a business deal.
• To set out the terms of negotiations, exchange, and treatment of sensitive information.
• Without unconditional promise to eventually sign the proposed deal.

Key aspects of a non-disclosure agreement

• An NDA template is primarily used for beginning business negotiations but may also apply to an interview in view of employment or subcontracting.
• Typically, one party discloses information to the other. However, a mutual confidentiality agreement can also be established, allowing both parties to exchange information.
• The parties often supplement the contract with non-poaching and non-compete covenants to secure the exclusivity of negotiations.
• The NDA form template does not oblige either party to conclude the discussed business deal, but only to outline the scope of negotiations and confidentiality.

Seven tips on a non-disclosure agreement

With the NDA template UK, businesses may negotiate deals securely and protect confidentiality by benefiting from the following options of the template:

• Additional restrictive covenants, such as non-compete or non-solicitation of employees or customers.
• Requirement to respect additional organisational or technical safeguards to avoid data leaks and breaches.
• Lump-sum penalty for each act of breach, without the requirement to prove the effective damage.
• Option to request expedited speedy court decisions for cease and desist, aimed at preventing or stopping any breach of contract.

Our NDA contract template enhances clarity and foreseeability of eventualities that may occur between the parties, for example:

• Ratification period to confirm any confidential or public nature of disclosed information.
• Specific reserves of information that is proprietary to the receiving party, public or otherwise non-confidential.
• Specific restrictions on how confidential information may be used, and whether restrictions apply to any data that is derived therefrom.

Create a non-disclosure agreement with AdminTech

With an online document builder from AdminTech and our non-disclosure agreement template UK, company or business can be sure to protect its sensitive information and inventions.

Examples of information covered by confidentiality are:

• Patents, inventions, know-how, and designs
• Databases of clients, suppliers, market data
• Financial information, any document, data on employees, taxes, and legal risks
• Ideas, plans, recordings, discussions, any agreement.

FAQ on a non-disclosure agreement

What’s an NDA agreement template?

An NDA agreement template from AdminTech empowers the parties to protect their proprietary or sensitive information in the course of negotiating a potential business deal.

On top of protecting confidentiality, our NDA form template provides the means to restrict the solicitation of employees, clients, or suppliers, as well as to limit competition.

When is a non-disclosure agreement necessary?

The law already provides many statutory restrictions on non-disclosure related to intellectual property or personal data, as well as rules for unfair competition.

With a non-disclosure agreement template, you can extend and clarify these obligations:

• Describe the confidential and non-restricted information, as well as the form of its communication.
• Lay out the scope of the eventual business transaction to be discussed and the purpose of the use of confidential information.
• Restrict any unauthorised use on top of disclosure.
• Set specific penalties, remedies, and deadlines to act.

How long is confidentiality applicable?

There are no statutory restrictions on the duration of a non-disclosure confidentiality agreement. The duration may be set in the NDA agreement template and is generally between 3 to 5 years, with limit cases being up to 10 years, depending on the circumstances and interests of the parties.

What NDA agreement should you choose?

We offer an NDA template specifically for each purpose, for example:

• Standard NDA – the information is disclosed by one party
• Mutual NDA – the information is exchanged by both parties
• Interview NDA – to interview a candidate for employment or outsourcing.

Non-disclosure may also be included in a specific agreement, such as a consulting or employment contract, which forms part of it.

What is the difference between LOI and NDA?

When negotiating with another party, it’s important to establish trust and protect your proprietary information. While both documents can demonstrate the intention of parties to negotiate, they differ in their level of clarity and obligations:

• LOI does not always imply the sharing of confidential information
• LOI is unilateral and does not oblige the recipient
• LOI is generally limited to a very short period of time.

It is best to use a non-disclosure agreement template if any confidential information must be disclosed to the recipient.

What happens if you breach an NDA?

The consequences of breaching confidentiality are outlined in our non- disclosure contract template, for example:

• Payment of a lump-sum penalty
• Compensation for any additional damages or lost profits
• Cease and desist order from the court in an expedited procedure.

Why include a lump-sum penalty in a non-disclosure agreement?

A set penalty is commonly practiced, and you can select the suitable amount in our NDA contract template. This is useful to:

• Avoid proving the effective damage
• Reverse the burden of proof onto the breaching party
• Ensure a minimum compensation with additional damages being reserved
• As a coercive measure for the other party to respect the NDA.

What are the exceptions to non-disclosure?

Despite the terms of the agreement, there are situations where the receiving party is liberated from its liability of non-disclosure, for example:

• The information was or became publicly available
• Disclosure is required by law, judgment, or administrative decision
• Disclosure is necessary for the performance of the agreement, such as internal communications.

How can a company ensure successful confidentiality protection?

To guarantee a fruitful negotiation experience, AdminTech recommends to:

• Decide what is the scope of the transaction, and what information may be disclosed.
• Determine what information is confidential and which is not, on which medium, and in what form.
• Convene how the information should be treated, stored, protected, and used.
• Estimate the potential damage from the breach and define a lump-sum penalty.
• Act immediately to enforce a cease and desist and reduce any damage.
• Use an NDA template UK for your appropriate jurisdiction.

Keep due records and communication files as proof of compliance with non-disclosure duties.

Use this contract: 

• To increase your customer base with the help of a sales agent who will bring you leads.
• If you wish to pay commission on sales generated by the business introducer, with or without limits.
• Whether the business introducer should have the right to sign contracts in your name and on your behalf, or should simply introduce potential customers.
• Whether or not the business introducer will act as an exclusive agent.

Protect yourself legally as a principal with the following options: 

• Unequivocal specification of customers to be sought and exclusion of customers known to the principal. 
• Stipulation of minimum targets to be achieved, degressive or progressive commission as an agent incentive. 
• Capping of the commission and limitation of the duration of the customer’s turnover taken into account for the calculation. 
• Additional duties of the broker in terms of negotiation, marketing and the collection and analysis of market data. 

• Possibility of passing on the client’s default risk to the business introducer. 

Safeguard your interests as an agent by using the following clauses: 

• Indication of a minimum remuneration regardless of the sales generated for the principal. 
• Obligation to pay commission notwithstanding non-payment by the prospect. 
• Indication of a minimum period during which the principal may not terminate the contract. 
• Right to sign on behalf of the principal, to delegate and subcontract tasks and to access the principal’s salesforce tools and market data. 
• Exclusivity in the given territory and prohibition on the principal negotiating directly with customers or appointing other brokers. 

Use this contract: 

• When you operate a website, platform, profile, or online channel where you can display or announce advertising, whether or not on a professional basis.
• Whether the advertising is created by you on request and for a fee or supplied ready-made by the advertiser.
• Whether the advertisement is to be remunerated with a fixed fee, per click, per display or in any other way.
• Whether the advertiser is located in UK or abroad, and whether it is a private individual or a company.

Protect yourself legally as a broadcaster with the following options: 

• Invoicing of non-recoverable design and conception costs, and the right to personally exploit the advertising designed for the customer. 
• Commitment to a minimum duration and renewal of the contract in the event of non-cancellation by the customer, with an obligation to pay. 
• Restrictions on advertising and the right to terminate immediately if the advertising damages the service provider’s image. 

Safeguard your interests as a customer by using the following clauses: 

• Indication of minimum objectives and targets, with the right to terminate in the event of non-compliance. 
• Unambiguous calculation of royalties and fees to be paid, with clear deadlines. 
• Protection of intellectual property created and right of use. 

Use this document: 

• To authorise the agent to represent you on a specific matter or within a framework of tasks over a long period of time.
• Whether or not the agent should have the right to sign on your behalf.
• Whether the agent is to carry out professional tasks or act in a private capacity.

Protect yourself legally as a principal with the following options: 

• Limitation of the duration, territory, addressees and value of acts that the agent may conclude on your behalf. 
• Establishment of a ratification period until the expiry of which the agent’s acts become binding. 
• Imposition of a condition precedent or limitation of the duration of the power of attorney, with the option to revoke at any time. 

Power of attorney document

A power of attorney form authorises an agent or representative to act on behalf of the principal, providing proof of this authority to any third party.

A company may use a power of attorney template:

• To grant signature powers to an employee or a director
• To allow a partner, reseller, or agent to agree on behalf of the business
• To permit a representative to make necessary legal actions if the principal is not able to.

Key aspects of a power of attorney document

• A power of attorney sample may be used by a company, a registered business, or an individual, for private or commercial purposes.
• The representative may be a professional or private agent, employee, or any other person, and not only an attorney.
• The POA template may grant various powers, for example, collection of mail, signature of agreements, representation before tax authorities, etc.
• The POA is generally limited in time, territory, scope of business, etc.

Seven tips on a power of attorney document

With our power of attorney UK form, the principal may appoint an agent and define the scope of representation, for example:

• Limit the power of attorney to a specific territory or recipient.
• Impose a maximum monetary limit per each concluded act.
• Define a ratification period during which the principal must confirm such an act.
• Stipulate if any document should be signed by the agent exclusively, or countersigned by a second agent, employee, or director.

A representative and third-party recipients expect clarity, which is possible with our power of attorney document, for example:

• Definition of the scope of documents that can be signed by the agent without prior approval.
• Authorisation or restriction to delegate the POA to a third party or an employee.
• Unambiguous definition of the scope of representative powers, recipients, territory, and duration.

Create a power of attorney document with AdminTech

With an online document builder from AdminTech and our power of attorney UK template, all you need to do is indicate the necessary information, and the document shall be drafted in real time. The sample may include:

• Parties’ identification and contact details
• Scope of powers, territory, and authorised recipients
• Signature authority
• Right to delegate the POA to subcontractors or employees.

FAQ on a power of attorney document

What is a power of attorney?

A power of attorney document allows any person or company to represent the principal in any matter, for example:

• Signing business agreements
• Representing before authorities, filing claims, and accessing files
• Making or receiving payments, accessing bank accounts, and other information
• Carrying out administrative acts, registrations, obtaining permissions
• Acting in the name and on behalf of the business on social media and for sales purposes.

When do you need a POA?

A power of attorney form is necessary to prove that a representative is able to act in the name and on behalf of the principal, as proof to third parties. A business would use a separate POA, for example:

• Not to disclose the terms of the consultancy agreement that includes the power of attorney
• To allow an employee to act on behalf of a company without registering him or her as a director
• To limit or extend representative powers beyond what is authorised in the initial contract.

What is the difference between general and special power of attorney?

A power of attorney template allows you to draft and create general or special POA. The key difference is:

• Special POA is fairly limited in time or scope
• General POA provides broad powers and usually for a long time.

What is the duration of the POA?

A power of attorney sample allows you to define the start, duration, and end of the authorisation, for example:

• Preliminary condition or form for the POA to enter into force
• Automatic expiration date
• Right to revoke the POA at any time without cause.

What form is required for a power of attorney?

The only credible way to create a POA is to create power of attorney in written form. There are actually 2 types of power of attorney:

• Internal authorisation, which may result from any agreement, POA, or verbal consent.
• External power, which is a signed document proving such authorisation to any third party.

Should I notarise the power of attorney?

There are cases where a standard power of attorney form will not be sufficient, and a notarised act would be necessary in lieu:

• In case of death – a POA is not a substitute for a will
• To sell land – in this case, a notarised act is necessary
• To appoint a director – this is done in the articles of association.

We advise you to notarise and apostille a power of attorney template if you intend to use it outside of the United Kingdom.

What if the agent exceeds his power of attorney?

If you have entrusted the agent with the contract formation authority in the power of attorney UK form, the agreements concluded by the agent are in principle binding. However, here are some safeguards:

• The third-party recipient must prove that the agent has had such power or attorney
• The agent that acts without authority or exceeds his authority is liable for damages suffered by the third party
• The principal is not bound if an agent acts without or outside his authority.
• The third party is not protected if it knew or should have known that the agent has no such authority.

How can a company ensure that it is correctly represented in business?

To guarantee a fruitful representation experience, AdminTech recommends to:

• Determine the scope of representation with the most possible clarity.
• Evaluate the level of trust and choose safeguards and limitations accordingly.
• Limit the duration to a reasonable timeline and review or renew your power of attorney UK template regularly.
• Create power of attorney with the AdminTech document builder.
• Keep track of all relevant records and communications.
• Revoke the power of attorney for an employee who has been dismissed.

Use this contract: 

• To protect the secrets and sensitive or proprietary information of two parties involved in negotiations.
• When you enter into negotiations relating to a business deal, but are not yet obliged to accept and carry it out.
• Whether or not you wish to prohibit staff poaching or competition.

Protect the legal interests of both parties with the following options: 

• Clear and unequivocal definition of confidential and non-confidential information, to avoid any misunderstanding. 
• Indication of a ratification period, annexes, and specific declarations to increase clarity. 
• Imposition of specific restrictions, sanctions, or swift legal action in the event of breach. 
• Restrictions on non-employment and non-competition, if necessary.