🇬🇧 England and Wales · NDAs & IP
A mutual NDA drafted under the law of England and Wales. Below: what it is usually called here, what the legislation says, and the governing-law clause this draft prints.
In England and Wales this is usually called a mutual non-disclosure agreement (or confidentiality agreement).
Lex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.
Many English NDAs exclude the Contracts (Rights of Third Parties) Act 1999, so group companies or advisers cannot sue on the NDA unless it names them. If the information is valuable for longer than six years, some parties execute the NDA as a deed to get the twelve-year limitation period; that then needs a witness.
In England and Wales, an electronic signature is admissible in evidence on any question about the authenticity or integrity of a communication or data.
Source: Electronic Communications Act 2000, s.7Checked 7 October 2026Pending lawyer review
The Law Commission's 2019 report says an electronic signature is capable in law of executing a document, including a deed, where the signer intends to authenticate it and any formalities are met.
Source: Law Commission, Electronic execution of documents (4 September 2019)Checked 7 October 2026Pending lawyer review
An action on a simple contract cannot be brought after six years from when the cause of action accrued; an action on a specialty (such as a deed) has twelve years.
Source: Limitation Act 1980, ss.5 and 8Checked 7 October 2026Pending lawyer review
A person who is not a party can enforce a term if the contract expressly says so, or if the term purports to confer a benefit on them, unless the contract shows the parties did not intend that. Contracts commonly exclude this right.
Source: Contracts (Rights of Third Parties) Act 1999, s.1Checked 7 October 2026Pending lawyer review
More on England and Wales: how contracts work in England and Wales.
This agreement and any dispute arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
In Plain English: if there is a dispute, the law of England and Wales decides what the contract means, and the named courts hear it. It does not say this is the right choice for you; that depends on where the parties are and what they agree.
Legal wording · example
Each party shall keep the Confidential Information of the other party confidential and shall use it only for the Purpose.
In Plain English
Both of you keep what you learn private and use it only for the project you are discussing.
How this clause works →Legal wording · example
Confidential Information does not include information that is or becomes public other than through a breach of this agreement, or that the receiving party already lawfully held.
In Plain English
Things that are already public, or that you knew before, are not covered.
How this clause works →Legal wording · example
The obligations in this agreement continue for [two] years from the date of the last disclosure.
In Plain English
The promise to keep things private lasts for the period you pick, counted from the last thing shared.
How this clause works →Usually, yes. An electronic signature is admissible in evidence (Electronic Communications Act 2000 s.7), and the Law Commission's 2019 report says it is capable of executing a document where the signer intends to authenticate it. A mutual NDA is commonly a simple contract, not a deed, so no witness is needed.
Six years from the breach on a simple contract, and twelve if the contract was made as a deed (Limitation Act 1980 ss.5 and 8).
Many do. Under the Contracts (Rights of Third Parties) Act 1999 s.1, a person who is not a party can sometimes enforce a term meant to benefit them; the contract can exclude this.
Siblings