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 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. 

Use this contract: 

• If you commercialise intellectual property and wish to allow the customer to use it.
• If you wish to conclude an exclusive or non-exclusive licence, for a short period or for ever, in United Kingdom or abroad.
• Whether or not you need to carry out preliminary steps such as installation, modification, or training.
• Whether the licence fee is periodic or one-off.

Protect yourself legally as a licensor with the following options: 

• Limitations and restrictions on use, territory, and customers with whom the licensee may deal. 
• Imposition of minimum, non-refundable set-up fees or a minimum duration of insurance. 
• Possibility of termination for breach, non-payment, or force majeure. 
• Limitation of the licensor’s liability for any damage or failure. 

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

• Option to market as is, under its own brand name (white label) or that of the licensor. 
• Trial period during which the contract may be terminated if the customer is not satisfied. 
• Exclusivity in the territory and prohibition on the licensor granting licences or exploiting the product under licence in these territories. 

Intellectual Property Licence Agreement

An IP licensing agreement is a legal document allowing the licensee to use certain intellectual property against remuneration of its owner or authorised licensor.

A licensing agreement for intellectual property is important to protect the interests of the licensor against any unauthorised use, disclosure or copying.

Licensors use an IP license agreement template:

• To commercialise intellectual property or grant right of use to the customer.
• To conclude exclusive or non-exclusive licence in the UK or on foreign territory.
• To license without restriction or by imposing additional duties.
• Whether the license is paid for periodically or as a single subscription payment.

Key Aspects of IP Licensing Agreement

• Our sample license agreement for intellectual property  may be used both by a company or a registered business, or even by an individual inventor or author.
• This template is suitable to license rights to patents, copyright, industrial design or even trademarks.
• The customer undertakes to pay the royalty or fee, and to protect the IP, but cannot be forced to achieve minimum sales, unlike a distribution or franchise agreement.
• The licensors often prefer a longer period and strict limitations, whereas the licensee would like to enjoy flexibility in termination and expansion.

Six tips on Licensing Agreement for Intellectual Property

Our intellectual property licence agreement template protects the licensor’s legal interests with the following options:

• Initial non-reimbursable down payment as a fee for concluding the agreement.
• Prohibition of competition on given markets, solicitation, or unauthorised disclosure of confidential information.
• Possibility of early termination for default of payment within the deadline.

The IP licensing agreement sample also protects the licensee, with the following options:

• Premature termination for breach by the licensor, or in case of any dispute or defect of the licences intellectual property.
• Implementation of a trial period during which the license may be terminated without cause.
• Tolerated grace period before cancellation or court proceedings from the side of the licensor.

Customizing Document Template for Your Needs

Whether a licensor, developer, owner or sublicensor, it is simple to draft a sample license agreement for intellectual property in just a few minutes using AdminTech’s online document builder, and be confident about the legal protection you receive.

With AdminTech’s IP license agreement tempalte, simply fill in the fields with the required information, and the document shall automatically adjust to your specific needs.

Create an Intellectual Property Licence Agreement with AdminTech

A professional IP licensing agreement allows to cover the following information:

• Parties’ contact details and identification.
• Description of intellectual property.
• Authorised territory and exclusivity.
• Restrictions on competition and separation of markets.
• Terms of remuneration.
• Means and deadlines of ordinary and extraordinary termination.

IP Licensing Agreement FAQ

What intellectual property can be licensed?

In principle any intellectual property may be licensed to any third party using our IP license example, whether it is registered or not.

Our intellectual property licence agreement template is also compatible with both classical and non-regulated intellectual property, such as software, know-how, databases and other attributes of the licensor’s business.

What are the rights of the licensee?

Depending on what you wish to select in our licensing agreement for intellectual property, the licensee has the following rights:

• Use, exploit and operate the IP for business and commercial purposes
• Combine, analyse and integrate the IP into final products or services
• Market the IP as own product (white label) or under the trademark of the licensor
• Sublicense the intellectual property to authorised third parties.

What restrictions can the licensor impose?

The licensor often seeks to protect both the intellectual property and the market on which it already successfully operated. The licensor generally imposes the following restrictions:

• Prohibition to use intellectual property outside of authorised territory
• Non-compete with unauthorised parties, including competitors
• Non-disclosure and duty to protect the intellectual property
• Prohibition of reverse engineering.

There are many options to select from in our sample contract.

What is the maximum duration of an IP license?

The maximum term of the IP licensing agreement is not limited by law. In our template you may select the following options:

• Fixed-term agreement with a set expiry date
• Open-ended agreement, renewable, subject to termination with a notice
• A minimum duration renewable agreement
• A perpetual agreement.

In this last example, the agreement resembles that of a sale of intellectual property, but unlike the sale, there may be restrictions and clauses for termination for cause.

What are the types of intellectual property?

AdminTech’s licence agreement template is compatible with the following types of intellectual property:

• Patents – registered inventions of industrial application
• Trademarks – distinct signs about the business
• Copyrights – artistic creations of unique nature

Trade secrets are likewise often protected by a simple non-disclosure agreement, depending on the intended use of the data.

What is not considered intellectual property?

Many of the company’s important assets are often mistaken as intellectual property. Without being such, an IP license agreement is likewise applicable to non-intellectual property data, such as facts and databases, ideas, titles, and domain names.

Unlike the intellectual property, these elements are only regulated in the agreement, and do not benefit from additional legal protection and monopoly on use that the “intellectual property” implies.

How can IP owners ensure a successful licensing experience?

To ensure a successful licensing experience, it’s generally advisable to:

• Comply with commercial law provisions of the UK law.
• Describe the intellectual property in detail and attach all necessary documentation.
• Determine any preliminary conditions and eventual additional duties and restrictions.
• Create and sign a detailed license agreement.
• Include standard terms as offered in our sample.