NDA Générateur

Parties

This Agreement is made on 19 September 2026 between:

[Party A] of [Party A address] ("the First Party")

and

[Party B] of [Party B address] ("the Second Party")

each a "Party" and together "the Parties".

Purpose

The Parties wish to exchange information for the following purpose (the "Purpose"):

evaluating a possible business relationship between the parties

Confidential Information disclosed under this Agreement may be used for the Purpose and for nothing else. This Agreement does not oblige either Party to enter into any further agreement, to disclose any particular information, or to continue discussions.

What is confidential

"Confidential Information" means any information disclosed by one Party to the other in connection with the Purpose, in any form - written, spoken, electronic, or observed - that is not public, together with any notes, analyses or materials derived from it.

Information does not have to be marked "Confidential" to be protected. The test is whether a reasonable person in the recipient position would understand it to be confidential.

Obligations

Each Party shall:

• keep the other Party's Confidential Information secret and use at least the same care it uses for its own confidential information, and in no case less than reasonable care;
• use it only for the Purpose;
• not disclose it to anyone except employees, officers and professional advisers who need it for the Purpose and who are bound by confidentiality obligations at least as strict as these - and each Party remains responsible for any breach by those people;
• not copy or reproduce it beyond what the Purpose requires;
• notify the other Party promptly on becoming aware of any unauthorised disclosure.

What is not covered

These obligations do not apply to information that:

• was already public, or becomes public through no breach of this Agreement;
• was already lawfully known to the receiving Party, free of any duty of confidence, before disclosure;
• is lawfully received from a third party who is free to disclose it;
• is independently developed without use of or reference to the other Party's Confidential Information.

If a Party is required by law, a court or a regulator to disclose Confidential Information, it may do so - but only to the extent required, and it shall give the other Party as much notice as the law allows so that protection can be sought.

No transfer of rights

Confidential Information remains the property of the Party that disclosed it. Nothing in this Agreement transfers any intellectual property right, grants any licence beyond use for the Purpose, or creates any obligation to enter into a further agreement.

Neither Party makes any warranty as to the accuracy or completeness of the information it discloses.

Return or destruction

On written request, or when discussions about the Purpose end, each Party shall return or destroy the other Party's Confidential Information and any copies, and confirm in writing that it has done so.

A Party may keep one copy where it is required to by law or by a regulator, and may keep material held in routine electronic backups that are not readily accessible - in both cases this Agreement continues to apply to what is kept.

How long this lasts

This Agreement takes effect on the date above. The obligations of confidentiality continue for 3 years from the date of disclosure of the information in question, and survive the end of any discussions between the Parties.

Where information is a trade secret, the obligations continue for as long as it remains one.

Remedies

Both Parties accept that damages alone may not be an adequate remedy for a breach of this Agreement, and that the injured Party may seek an injunction or other equitable relief in addition to any other remedy available to it.

No failure or delay in exercising a right under this Agreement waives that right.

General

This Agreement is the entire agreement between the Parties on its subject and replaces any earlier understanding about it. It may only be varied in writing signed by both Parties.

Neither Party may assign it without the other's written consent. If any provision is found unenforceable, the rest continues in force and that provision is to be read as narrowly as needed to make it enforceable.

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it.

Signed

Signed for and on behalf of [Party A]

Signature: ______________________________

Name: __________________________________

Position: _______________________________

Date: ___________________________________

Signed for and on behalf of [Party B]

Signature: ______________________________

Name: __________________________________

Position: _______________________________

Date: ___________________________________