The NDA — SilentShift

This is the template. Before an engagement starts we both sign a copy with the names and date filled in — the signed copy is the one that governs. Download it as a Word file to review with your own advisers.

Mutual Non-Disclosure Agreement

Between: Thomas Jutla, trading as SilentShift, Reading, England And: [CLIENT NAME], [COMPANY NAME & NUMBER], [ADDRESS] Date: [DATE]

We’re about to discuss and possibly do work together. Each of us will see things the other treats as private — for SilentShift that means your systems, your data, your customers, your numbers, and how your business runs. This agreement protects both directions.

1. What counts as confidential

Everything either of us learns about the other’s business that isn’t already public — including anything seen in each other’s systems, documents, data, prices, plans, customers, suppliers and methods — whether seen on screen, on paper, or in conversation.

2. What we each promise

Not shared. We don’t disclose the other’s confidential information to anyone, except our own people and advisers who need it for the work and are bound by the same duty.
Not removed. We don’t copy, download or take away the other’s information beyond what the agreed work genuinely needs — and anything taken for the work is deleted when the work is done or on request.
Not repeated. We don’t use the other’s information for anything except the work itself. Not for another client, not for our own products, not for a story at a dinner party.
Kept safe. We protect it at least as carefully as we protect our own — and in SilentShift’s case, that means encrypted storage and no plain-text credentials, as set out in the privacy policy.

3. What isn’t covered

Information that is already public (through no fault of ours), that the receiving party already legitimately knew, that was developed independently, or that must be disclosed by law — though if the law compels disclosure, we tell the other party first where legally possible.

4. How long it lasts

These obligations start on the date above and continue for three years after our last engagement ends — and for anything that amounts to a trade secret, for as long as it stays one.

5. The practical bits

On request, or when the work ends, each of us returns or deletes the other’s confidential information and confirms it in writing.
Nothing here transfers ownership of any information, and signing this doesn’t commit either of us to any engagement.
If confidence is breached, the injured party can seek an injunction as well as damages — some harm can’t be fixed with money after the fact.
This agreement is governed by the law of England and Wales.

Signed for SilentShift: ______________________ Date: __________

Signed for [COMPANY]: ______________________ Date: __________

The NDA we sign