Mutual Non-Disclosure Agreement Template

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4.3 No Representations or Warranties: the Discloser makes no representation or
warranty (express or implied) about the accuracy, adequacy, completeness and
currency of the Information or as to the materiality of the Information in the context
of the Proposal;
4.4 Related Companies’ and Representatives’ Acts: acts or omissions by a Related
Company or Representative of the Recipient in relation to Information are deemed
to be acts or omissions by the Recipient, and the Recipient will be liable for any act
or omission of any of its Related Companies or Representatives who receive the
Information where that act or omission results in a breach or deemed breach by the
Recipient of this agreement;
4.5 No Liability: the Discloser will not have any liability to the Recipient resulting from
the use of the Information;
4.6 No Direct Contact: it must not make contact (other than in the ordinary course of
business) with any person or persons to seek information for any purpose related
to the Proposal, other than as approved by the Discloser. The Recipient will not
seek any information related to the Proposal from any source other than through
the Discloser’s advisers, officers or employees authorised to disclose the same.
5. NO SOLICITING AND COMPETITION
Commented [SG2]: Please consider whether this clause is
necessary in the context of the relevant Proposal.
The Recipient acknowledges that the Information contains commercially sensitive details
about the business. That Information could be used in a manner that is harmful to or
competitive with the business. Accordingly, for a period of two years from the date of this
agreement, the Recipient will not (either itself or through any affiliate) and the Recipient will
procure that no agent or affiliate will, directly or indirectly:
5.1 Employees or Customers: solicit, or knowingly approach and endeavour to entice
away, any of the employees or customers of the business; or
5.2 Business: carry on or engage in any business which is similar to, or competitive
with, the business,
in each case, without the prior written consent to the Discloser, which consent may be
withheld in the Discloser’s absolute discretion. Nothing in this clause 5 prevents the
Recipient from engaging in good faith advertising or a recruitment campaign targeted at a
wide range of potential employees or engaging with an applicant in response to an unsolicited
approach.
6. RETURN OF INFORMATION
Commented [SG3]: While this non-solicitation clause is
standard, it may not be necessary. Please consider and
remove as appropriate.
6.1 Return or Destroy: On completion or discontinuance of the Proposal, or earlier if
requested in writing by the Discloser, the Recipient will promptly and in any event
within 10 Business Days:
(a)
(b)
Return or Destroy: return to the Discloser or, at the Discloser’s option,
destroy all records and copies of Information held by or on behalf of the
Recipient; and
Delete: use its best endeavours to delete all Information from any
computer containing Information.
6.2 Confirmation of Destruction: On compliance with clause 6.1, the Recipient must
provide the Discloser with confirmation of the compliance in writing.
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