A mutual NDA drafted under the law of Scotland. Below: what it is usually called here, what the legislation says, and the governing-law clause this draft prints.
What is a mutual NDA called in Scotland?
In Scotland this is usually called a mutual non-disclosure agreement (or confidentiality agreement).
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What changes under the law of Scotland?
An NDA under Scots law names the law of Scotland and the Scottish courts. Counterpart signing and electronic delivery are expressly allowed by the 2015 Act.
In Scotland, a document may be executed in counterpart, and a traditional or electronic document may be delivered electronically.
Statutory interest on late payment of commercial debts is set by order under the Late Payment of Commercial Debts (Interest) Act 1998; gov.uk states the rate as 8% plus the Bank of England base rate.
This agreement is governed by the law of Scotland. The parties submit to the exclusive jurisdiction of the Scottish courts.
In Plain English: if there is a dispute, the law of Scotland 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.
The other clauses, in Plain English
Legal wording · example
1Confidential information
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.
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.