The date of this Agreement is [Day] of [Month], 20[Year] (the “Signing Date”)
This is an agreement between:
- [Company/Individual Name] of [Address of whoever is disclosing information] ("I/We/Us" in this Agreement); and
- [Company/Individual Name] of [Address of whoever is receiving information] ("You" in this Agreement).
- 2.1 You and We have agreed to carry out a project which will involve each of Us supplying to the other information which is confidential. Each of Us wishes to protect our own interests in that information on the basis that You and We have verbally agreed and which is explained in this written Agreement. In this Agreement where the expression “the Sharer” is used that means the person (either You or Us) who is disclosing the confidential information, and where the expression “the Carer” is used that refers to the person (either You or Us) who receives the confidential information and is expected to take good care of it.
- 3.1 The Project is [describe the project, including the start and end dates, where it will take place and any other key parts of the project, including the specific purpose for which the Confidential Information is being disclosed].
Also included in this document:
4. Confidential Information
5. Your Responsibilities
6. Allowed Disclosures
7. Disclosure to Courts
8. Exceptions to Confidentiality Responsibilities
9. Return of Information and what happens after the end of the Agreement
10. Breach of Agreement
11. Protecting the Project
12. Data Protection
13. General Terms
7 Necessary Documents You Need To Protect Your Business
Assuming you are setting up a limited company you really do need a shareholders’ agreement. This regulates the arrangements between you and your fellow shareholders. If there are other founders you need to agree and write down who owns the shares, and in what amounts. You also need to set out a framework for operating the company – who can make decisions and how do they get made. Don’t assume that just because everything is okay at the beginning, or you are all friends, that it’s going to be fine later. Remember how many bands have got into arguments when they split up, because there wasn’t an agreement saying who owned what. Remember how many rows there have been among songwriters who didn’t agree on the splits between them for that hit they wrote? Exactly. If you want your company to sound like sweet music then get this basic formality right...
Click here to download our Shareholder Agreement.
If somebody is investing or loaning money to your company they will want to see the terms written down. They will want to know what shares they get and what their value is, will they get diluted if more money comes in, procedures for running the company and exit, how much control they get. These issues are directly relevant to you as the entrepreneur too. Don’t just sign whatever is put in front of you. If you don’t pay attention to these details they will come back and bite you later.
Click here to download our Share Investment Agreement.
Website T's and C's
If you are running a website you need a collection of documents covering the way that the website is run. Consumers need to see these. Sometimes there are legal reasons, as with your policies on Data, or privacy, Cookies or cancellation policy. Sometimes it’s just good to set an expectation as to how you are going to behave and how you expect your customers to behave. Don’t just copy and paste someone else’s T’s and C’s. For example, Apple’s T’s and C’s may work well for a major global technology company, but they may not be appropriate at all for your small business. Take the time to create your own T’s and C’s which reflect the way that your business runs.
Click here to download our Terms and Conditions of Website Use.
If you are asking software developers to develop apps or websites or platforms for you then you must write things down. Some people say that software developers are the new builders – just like the people who make alterations to your house they are always running late, always going over budget and whatever happens it’s never their fault – they just blind you with construction science. Sound familiar? I would never be that unkind or simplistic about developers but it’s certainly the case that confusion and frustration can break out on all sides when there is no contract in place. What’s the price? When will it be paid? What are the development milestones? Who will own the software? Who will deal with bugs, changes and maintenance and at what cost? Your software may be a core component of your business – so it’s worth getting the paperwork right.
Click here to download our Software Development Agreement.
Employment or Consulting Agreement
Do you have people working with you? You need to write down the way that you are working with them. Employees now have a host of potential legal protections, e.g. in relation to process around termination, their data, disciplinary matters, and their pension rights. So you need to address that and other obligations in writing. And don’t assume that just because you call someone a “Consultant” in order to avoid all that stuff then that is what they are. The law and the taxman may still class them as an employee if effectively they are working full time only for you. Apart from these considerations you just need to be clear on the terms on which people work for and with you. What are they paid, when? Is there a bonus? How is it calculated? What hours of work do you expect? Do they get sick pay? What happens with holidays? If they leave what happens to their shares? And so on…
Click here to view our Employment Agreements.
Contract Partner Agreements
This next one is cheating a bit because contract partner agreements can take many forms. It may be a manufacturing agreement, distribution, e commerce, drop ship, agency or licensing agreement. Whoever you trade with you need a commercial contract that governs issues like price, payment terms, delivery standards for services and products, timetables, responsibilities, exclusivity, termination and so on. Without your customers and your cash you are nothing, so take the trouble to write it all down to give yourself some protection and peace of mind.
Click here to view our Partnership Agreements.
Your ideas, copyrights, patents, software and financial information are your private DNA. They make you unique and could help deliver unique value for you. But they could be cloned by someone else if you do not keep them secret. Other people like prospective investors, trade partners and purchasers often need to find out something more about you before they will deal with you – an NDA offers you some protection in relation to the information you disclose. You may not ever want to go through a court case to enforce it, but having a signed NDA is an expression of intent by both parties and a deterrent against disclosure of confidential information.
Click here to view our Confidentiality Agreements.
So those are the 7 types of agreement which all SMEs should be considering. You can find all of these legal documents on the Legal Documents page.
Clive Rich is a highly experienced entertainment and digital media lawyer, who has also successfully run digital businesses for companies such as Sony and Bertelsmann.
A qualified barrister, he has been a lawyer for almost 30 years and has drafted and crafted contracts for a broad spectrum of multi-nationals, major organisations and brands, including Yahoo, Apple, Napster, SanDisk, Myspace and the BBC.
He has also previously run his own legal practice, Rich Futures Ltd in association with the Top 30 UK law firm, Olswang LLP, representing a variety of technology companies and SMEs.
Clive is a qualified Mediator through the Centre for Effective Dispute Resolution (CEDR) and a qualified Arbitrator through the Central Institute of Arbitration (CIArb) in London.
As a negotiator, he is the author of “The Yes Book: the Art of Better Negotiation”, published by Random House in March 2013. Clive has also designed and successfully launched a negotiation App called “Close My Deal”, enabling people to understand the basis of successful negotiation and apply the skills to everyday scenarios. He has provided negotiating coaching and deal making services to a wide range of large organisations and SMEs. He has also been a board member of a number of digital SMEs.
Clive is a devoted father and husband, but when he is not spending time with his family, he likes to unwind by playing golf or watching a variety of sports (football, rugby, cricket). He's a lifelong Milwall FC fan... but don't hold that against him!
Step By Step Guide
Let’s walk you through how to go about drafting a Confidentiality Agreement or NDA.
A confidentiality agreement or NDA is a contract in which someone agrees to keep important information that they are told by another person confidential and not disclose it to someone else or use it in a way that they shouldn’t.
There are two types of Confidentiality Agreement or NDA; a mutual one, where both parties are disclosing information to each other, and a one-way one, where only one party is doing the disclosure. This is the mutual NDA. The one way NDA can be found here.
- The first thing you need to do to write your NDA is to set out what the project is that you are protecting. This is the description of the reason that you are exchanging information. For example it may be that you are considering doing a joint venture or a distribution agreement, and in order to make that decision both parties needs to disclose sensitive information to each other. They will both want to feel that the information that they are disclosing is being protected properly.
- Then you need to outline the information that you consider to be confidential. For example, this could be business information or trade secrets or financial data.
- The next section outlines how long the agreement lasts – it could be for one year, five years, or the confidentiality requirements could last longer than that. It also sets out the responsibilities of each party during that time as regards the information they are receiving.
- It is then important to make clear what each person can do with the information that they are receiving, and also cannot do with that information. It is especially important that you spell out in advance exactly what can be done with the information.
- Now, the courts are normally allowed disclosure if that is legally required and there’s no stopping that. But there are is also some information that is already known publicly, and this cannot be classified as confidential.
- You should say what happens at the end of the agreement. For example, both parties may want all their documents back or they may ask the party who received the information to delete it off their computer systems.
- You should agree what happens if one of you breaches this agreement. Sometimes it’s enough to be able to sue for financial loss caused by the disclosure – or maybe you want the right to get an injunction, which is an order from the Court preventing any further damaging disclosure.
- And you need to make sure that the each party cannot work against the project or against the other, for example by using or copying the confidential information, as you wouldn’t want that having disclosed valuable information to the other party.
- The final part outlines some general rules about the information and each other’s rights.Don’t forget to state that the agreement exists under English Law and any disputes can only be brought in the courts of England and Wales. You don’t want to be sued in a foreign country using foreign laws if something goes wrong.
- And now this is where you get the option to try out our fantastic e-signing feature at no extra charge and close the agreement in minutes.
Remember, if you come unstuck at any point, our LawBriefs are here to help. Visit our legal advice page to submit an online enquiry or call us on 020 7148 1066.
Best of luck in your SME journey.
When To Use this document:
This mutual Confidentiality Agreement or NDA is used where two parties are sharing information, documents or something else, like an idea, and they both want their information to be kept confidential, and not shared with anyone else or used in a way that they don’t want it to be used. Sometimes it may be only one party that is sharing information or documents and they want that party receiving the information to keep to it to themselves, and not share it or use it in a way that they don’t want them to. If this is the case, you should use the Confidentiality Agreement / NDA (One Way).