Basic Nondisclosure Agreement

This Nondisclosure Agreement (the “Agreement”) is entered into by and between “Party A”, with “company/individual registration number” and “address”; and “Party B”, with “company/individual registration number” and “address”, for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below.

Background
In connection with our discussions relating to Project name (the “purpose”) certain confidential information may be disclosed between us.

1 Definitions
In this agreement the following words have the meanings given to them below:
“confidential information” means any information disclosed by one party to the other party in connection with the purpose, which is of a confidential nature irrespective of whether it is marked as such. “disclosing party” means the party to this agreement disclosing the confidential information. “disclosing party” includes any entity or partnership within the worldwide network of “Party A” firms and entities. “receiving party” represents the party to this agreement to whom the confidential information is disclosed, in this case, “Party B”.

2 Confidentiality
2.1 The receiving party agrees:
(a) to keep the disclosing party’s confidential information, confidential;
(b) not to use the disclosing party’s confidential information except in connection
with the purpose; and
(c) not to disclose the disclosing party’s confidential information to anyone else.
2.2 Each party agrees that it will keep the purpose and the existence of this agreement
confidential.
2.3 This agreement will not apply to information which:
(a) is publicly available; or
(b) has been received from someone else who owes no duty of confidence in relation
to it; or
(c) was already known by the receiving party.
2.4 Nothing in this agreement will prevent the receiving party from disclosing
confidential information:
(a) if the disclosing party has given its prior written consent; or
(b) to its lawyers; or
(c) if the disclosure is required by law, regulation or professional requirements; or
(d) in the case of “Party A”, to other “Party A” firms or relevant subcontractors.
2.5 The receiving party will ensure that anyone who receives confidential information
under clause 2.4 (b) is bound by confidentiality obligations before the confidential
information is disclosed.
2.6 Nothing in this agreement will restrict your ability to disclose “PartyA”’s advice
concerning the tax (including social security) treatment or tax structure of any
transaction regardless of any confidentiality markings on any communications.

3 Duration
3.1 This agreement will come into effect on the date of signature by both parties and will
continue indefinitely, subject to any subsequent agreement entered into between the
parties in relation to the purpose which includes obligations relating to the protection
of confidential information. The subsequent agreement will then replace this
agreement with effect from the commencement of our services.
3.2 Following a written request from the disclosing party, the receiving party will, as soon
as practicable, either destroy or return all confidential information to the disclosing
party or, in the case of electronic copies of confidential information, delete them or
make them reasonably inaccessible. However, “Party A” may retain a copy of the
confidential information for our internal purposes.

4 General
This agreement forms the entire agreement between the parties relating to
confidential information disclosed in connection with the purpose. It replaces any
earlier agreements, representations or discussions. Neither party excludes liability
for any fraud.

5 Governing law and jurisdiction
This agreement and any dispute arising from it, whether contractual or noncontractual, will be governed by the law of “Country” and be subject to the exclusive jurisdiction of the courts of “Country”.