🏴󠁧󠁢󠁳󠁣󠁴󠁿 Scotland · NDAs & IP

Mutual NDA template for Scotland

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.

More on Scotland: how contracts work in Scotland.

The governing-law clause this draft prints

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.

How this clause works →

Legal wording · example

2Exclusions

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

3Term

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 →

Frequently asked questions

Can an NDA be signed in counterpart in Scotland?

Yes, under the Legal Writings (Counterparts and Delivery) (Scotland) Act 2015, which also allows electronic delivery.

What governing law does a Scottish NDA name?

Commonly 'the law of Scotland', with the Scottish courts having jurisdiction.

How long do I have to bring a claim in Scotland?

Scotland uses prescription periods rather than limitation. The usual period is pending verification on our Scotland page.