This Agreement is made on [date].

Parties

1. 1

   [Insert name of party] [of [insert address] OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Recipient); and

1. 2

   [Insert name of party] [of [insert address] OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Discloser),

each of the Recipient and the Discloser being a party and together the Recipient and the Discloser are the parties.

Background

1. 1. (A)

      The Recipient is [insert details] and the Discloser is [insert details].

   1. (B)

      The Discloser intends to disclose Confidential Information to the Recipient for the Purpose.

1. 1. 1

      Definitions and interpretation

      1. 1.1

         Definitions

         In this Agreement:

         [Affiliate

         1. •

            means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;]

         [Authorised Persons

         1. •

            means any of the officers, directors, members, partners, employees, consultants, agents, representatives, subcontractors or professional advisers of the Recipient [and of its Affiliates] and any other persons whom the Discloser designates in writing as authorised;]

         Business Day

         1. •

            means a day other than a Saturday,