It starts with two names.
No recitals, no “whereas”. The agreement opens by saying who promises what to whom — and because it is mutual, you both make the same promise. Watch the document: Acme Robotics Ltd in Manchester, which builds warehouse robots, and Northwind Analytics Ltd in Leeds, which would measure what a pilot achieves, are being filled in now.
WHY MUTUAL? A ONE-WAY NDA PUTS ONE SIDE IN CHARGE. WHEN BOTH MAKE THE SAME PROMISE, THERE IS LESS TO NEGOTIATE.
It protects what you forgot to label.
Most leaks were never stamped “confidential” — they were said out loud in a meeting. The definition’s tail, “or that a reasonable person would understand to be confidential”, catches what you never got round to marking.
MARK IT ANYWAY: UNDER THE TRADE SECRETS REGULATIONS 2018, INFORMATION IS A TRADE SECRET ONLY IF REASONABLE STEPS WERE TAKEN TO KEEP IT SECRET (REG. 2).
It says what they cannot do with it.
Not passing it on is only half the job. “Only for the Purpose” stops the other side quietly using your designs, your figures or your customer list for anything beyond the pilot you are actually discussing.
WHAT IT NEVER STOPS: REPORTING A CRIME, TALKING TO A REGULATOR, A WORKER’S PROTECTED DISCLOSURE OR CONFIDENTIAL ADVICE FROM A LAWYER — CLAUSE 6 SAYS SO IN PLAIN WORDS.
It knows when to end.
An agreement that lasts for ever sounds strong but is harder to sign and harder to live with. Acme and Northwind chose three years of sharing from the last signature and five years of duties after that — and trade secrets stay protected for as long as they remain trade secrets.
YOUR CHOICE: TWO, THREE OR FIVE YEARS OF SHARING, AND TWO, FIVE OR TEN YEARS AFTER — THE FORM SAYS WHEN EACH FITS.
It says what a breach costs.
A leak is hard to price. You may agree a sum in advance, but an English court will enforce it only if it protects a legitimate interest and is not out of all proportion to it. Acme and Northwind agreed no sum: damages for the loss proved, and an injunction to stop a leak.
IF YOU WANT ONE: THE AGREED SUM APPLIES PER BREACH, NAMES THE LEGITIMATE INTEREST IT PROTECTS (THE TEST IN CAVENDISH V MAKDESSI [2015] UKSC 67) AND COUNTS TOWARDS ANY DAMAGES — CERTAINTY, NOT A WINDFALL.
And it ends in ink.
That is the whole agreement. Four pages with the guide, nothing you could not explain to the person signing across the table. You have just signed it by scrolling — imagine how quickly the real one gets signed.
Get this exact document — £1