Non-disclosure agreement meaning

How to use this Checklist This Checklist flags issues that frequently emerge when negotiating and drafting the following agreement types: Design licence—pro-licensor Design licence—pro-licensee For further reading on design licensing, see these Practice Notes: Introduction to designs UK registered and unregistered designs Licensing intellectual property rights For example character merchandising agreements, consult the Precedents: Character merchandising agreement—pro-licensor and Character merchandising agreement—pro-licensee. For details of the key terms commonly found in a manufacturing agreement and designs licence, see: Manufacturing agreement and design licence—checklist. This Checklist can also, where appropriate, operate as the foundation for a straightforward non-binding heads of terms. For guidance on doing so, see Precedent: Heads of terms—commercial contracts. For support on negotiating an IP licence clause, refer to Practice Note: Negotiation guide—intellectual property licence clause. Checklist schedule for proposed licence of designs Points to consider • Further information • Notes (if any) (A) Key commercial considerations...

The employer and its advisers ought to reflect on the following matters: Preparatory steps From the employer, gather: a copy of the departing employee’s latest employment contract and any other documents setting out contractual terms (note: these might sit within a staff handbook) particulars of the employee’s contractual benefits pertinent details about the employee’s pension entitlements information on any shares/share options held by the employee; review the Articles of Association, any relevant shareholder agreement, and share scheme documentation. See also Shares and share options below Status of negotiations Will discussions occur directly between the parties, or via their respective legal advisers? How robust is the employer’s bargaining position? How credible are the employee’s existing or potential claims? For any dismissal, is there a fair reason and has a fair procedure been followed? Is the employer in repudiatory breach? What is the employer initially...

A: General requirements Fill in section A for every conditional fee agreement (CFA), other than those for personal injury or clinical negligence, as these fall under a different checklist. If any question is answered ‘no’, the proposed CFA might not be enforceable and/or you could contravene the SRA’s regulatory framework...

Flowchart This Flowchart sets out the questions to consider when deciding the applicable law in employment matters, namely which legal system governs an employment contract or employment relationship, and guides the assessment to identify the applicable rules in such cases. Brexit has no significant practical effect in this field. The reason is that Article 66 of the Withdrawal Agreement preserves the existing Rome I and Rome II framework beyond IP completion day (11 pm on 31 December 2020), ensuring continuity of approach. That position is implemented domestically by the Law Applicable to Contractual Obligations and Non Contractual Obligations (Amendment etc) (EU Exit) Regulations 2019, SI 2019/479, which took effect on IP completion day and applies for employment cases...

In this issue: Contract law PFI/PF2 contracts Construction industry news Daily and weekly news alerts New and updated content Construction trackers Contract law Compliance with a notification clause—does the other side know enough? (Drax v Scottish Power) In Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477, the Court of Appeal examined the contractual rules on notices of claim. These notification provisions are commonplace in share purchase agreements and, with growing regularity, in other forms of agreement. In essence, such clauses state that, before one party can bring a claim against the other, the claimant must first serve a notice of that claim on the counterparty. Non-compliance with the notification clause can render the claim unenforceable and expose it to being struck out and/or summarily dismissed. What, then, amounts to compliance? In this matter, the Court of Appeal indicated that it is sufficient if the recipient is provided with enough information...

After unveiling a pause to tariff hikes on Truth Social, President Donald Trump told reporters at the White House that he believes China wants to reach an agreement but is unsure how to proceed (Pool via AP). On the platform, he said more than 75 nations had contacted US government officials to explore talks on tariff and non-tariff barriers, prompting him to implement a 90-day suspension of the higher reciprocal rates. Those increases had begun at 12:01am on Wednesday 9 April 2025... However, he noted the 10% global baseline levy on imports from all countries will remain in effect during the suspension. The executive order updating the reciprocal tariffs was not issued immediately. In his social media post, Trump added that increased tariff rates on China would apply at once, citing what he described as a lack of respect China has shown to the world’s markets. In response to the president’s reciprocal tariffs, China announced last week that it would introduce countermeasures and pursue a legal case at the...

In this issue: Employment taxes VAT International Individuals and income tax Taxes management and litigation Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Employment taxes Appeal court rules that loans advanced through a remuneration trust were chargeable as disguised remuneration and that the linked costs were non-deductible (Marlborough DP Limited v HMRC). In Marlborough DP Ltd, the Court of Appeal dismissed the taxpayer’s case and upheld the Upper Tribunal (UT). It found that amounts lent to a director under a remuneration trust fell within the disguised remuneration regime in Part 7A of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), as they were made in connection with employment. The Court further concluded that the associated payments were not allowable for corporation tax, since they were not incurred wholly and exclusively for the purposes of the company’s trade. See News Analysis: Court of Appeal...

This table summarises all completed investigations by Singapore’s competition authority (the Competition and Consumer Commission of Singapore—the CCCS) into alleged cartels, anti-competitive agreements and abuses of dominant positions since 2018. Note—only investigations that have been made public are included in this table. 2025 Investigations under section 34 of the Competition Act Remittance services — ZGR Global; Hanshan Issues: Restrictive agreement—information exchange Developments: Decision finding infringement—31/07/2025; penalties totalling $5.36m imposed Contracting — Trust-Build Engineering & Construction Pte. Ltd; Hunan Fengtian Construction Group Co. Ltd Issues: Restrictive agreement—bid rigging Developments: Decision finding infringement—23/05/2025; penalties totalling $4.6m imposed Investigations under section 47 of the Competition Act The CCCS has not yet issued any decisions under section 47 in 2025 2024 Investigations under section 34 of the Competition Act Remittance services — ZGR Global Pte Ltd; Hanshan...

For guidance on what deferred prosecution agreements (DPAs) are and how they work, see Practice Note: Deferred prosecution agreements, which explains their operation. In what circumstances can a DPA be varied? The statutory power to amend a DPA sits squarely in paragraph 10 of Schedule 17 to the Crime and Courts Act 2013 (CCA 2013) itself. A DPA may require alteration in two situations: where the court invites the parties to vary the DPA under CCA 2013, Sch 17 Pt 1, para 9(3)(a), namely where the organisation has breached the agreement and the court wants the parties to put forward proposals to cure the organisation’s non-compliance, by agreement between the parties as invited by the court, accordingly (see Practice Notes: Financial penalties as a term of a DPA—Late payment and breach of a DPA and Breach of a DPA) where a variation is required to prevent the organisation failing to comply with its obligations in circumstances that were not, and could not reasonably...

Introduction to the UK-EU Trade and Cooperation Agreement This Practice Note summarises the key features of the UK‑EU Trade and Cooperation Agreement (TCA) that affect trade in goods between the UK and the EU. It covers customs and export duties and other charges, and outlines the preferential rules of origin operating between the parties. It also considers import and export restrictions and licensing, customs valuation, trade remedies and tariff rate quotas. Further topics include sanitary and phytosanitary measures, technical barriers to trade, and measures on customs and trade facilitation. On 24 December 2020, UK and EU negotiators concluded an accord shaping their future relationship. The UK–EU Trade and Cooperation Agreement is a wide‑ranging instrument arising from the UK’s departure from the EU’s internal market (Brexit) and extends beyond trade in goods and services. It also covers a range of other Brexit‑related matters, including: investment competition state aid tax transparency air and road transport energy and sustainability fisheries data...

This Agreement is dated [ date ] Parties [ insert name of the pursuer ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Pursuer) [ and ] [ ; ] [ insert name of defender ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Defender). Each being a Party and, together, the Parties. Whereas (A) [ Insert details of the background to the dispute eg ‘The Parties entered into a contract for the supply of certain goods etc ]. (B) A dispute has emerged between the Parties regarding [ insert details of the dispute ] (the Dispute). (C) [ Proceedings were raised by the Pursuer against the Defender on [ date ] by way of [ Summons OR...

This Agreement is entered into on [ date ] Parties [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 1); and [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 2), each of Party 1 and Party 2 being a party and, together, the parties. BACKGROUND Party 1 supplies [ insert description of goods and/or services ]. Party 2 supplies [ insert description of goods and/or services ]. The parties intend to submit a Bid as a joint tender to the Customer in answer to the Invitation to Tender. The parties seek to state their obligations and manage their rights concerning the Bid and, if the...

The Contract comprises the completed Standard Building Contract Without Quantities for use in Scotland 2016 published by the SBCC subject to the following amendments: Recitals and Articles updated: contractor to provide a master programme and Schedule of Information Requirements; CDP responsibility accepted; Principal Contractor duties priced; arbitration deleted; Schedule of Amendments prevails; Third Party Agreements duties. Contract Particulars: arbitration entries removed; Rectification Period set at 12 months; fluctuations and certain PII/guarantee entries deleted. Conditions: key definitions revised (Practical Completion, Copyright Material, Design sub‑contractors, Funder, Site); Scottish jurisdiction; approvals mean principles only; entire agreement; variations in writing. Design/materials/programming: contractor accepts ER/CP; quality and non‑deleterious materials; programme reporting; site risk; drawings/info supply; tighter discrepancy notices. Time/defects: mitigate and advise on delay; narrower Relevant Events; Practical Completion clarified; stronger rectification, consequential damage and indemnity; phased as‑built/occupation information. IP/confidentiality/BIM: broader licence, moral rights waivers and delivery; confidentiality reinforced; BIM where adopted. Management/sub‑contracting: access, approved Site Manager, meetings; prescribed sub‑contracts; collateral warranties/third‑party rights; CDM duties; insurance...

Automatic enrolment does not apply to workers under age 22. Individuals younger than 22 fall outside automatic enrolment. However, anyone aged 16 to 21 with qualifying earnings of £6,032 or above in the 2018–19 tax year may choose to join their employer’s automatic enrolment arrangement and receive employer pension contributions. For the purposes of limb (a) in section 230(3) of the Employment Rights Act 1996 (ERA 1996), a worker is an individual who has entered into, or works or worked under, a contract of employment. Under ERA 1996, section 230(2), a contract of employment means a contract of service or apprenticeship. An apprenticeship agreement meeting the requirements of the Apprenticeships, Skills, Children and Learning Act 2009 is treated as a contract of service, not a contract of apprenticeship. See Practice Notes: Employee status and Apprenticeships...

Amendments to the International Tax Compliance Regulations 2015 (2015 regs), SI 2015/878, introduced by the International Tax Compliance (Amendment) Regulations 2025, SI 2025/740, have brought in a compulsory Automatic Exchange of Information (AEOI) registration obligation for certain trusts treated as ‘specified non-reporting financial institutions’. Under the 2015 regs, SI 2015/878, reg 24(1), a specified non-reporting financial institution is ‘a non-reporting financial institution which is a trust within the meaning of Section VIII(B)(1)(e) of the CRS or paragraph II(D) of Annex II to the FATCA agreement’. Set out below is a concise overview of the components of that definition. Financial institution (IEIM400610) The FATCA and CRS frameworks recognise four common categories of Financial Institution: custodial institution depository institution investment entity specified insurance company Where a private trust satisfies any Financial Institution definition, it will most commonly be treated as an Investment Entity...

For the purposes of this Q&A, we have not taken into account the EU–UK Trade and Cooperation Agreement (TCA), as it is not directly enforceable; it is for the UK to give effect to its terms (insofar as not already addressed by the European Union (Future Relationship) Act 2020). For further detail, see News Analysis: Implementing the TCA—business immigration implications. As the EU citizen employees fall outside the EU Settlement Scheme and are not eligible for a frontier worker permit, the main immigration options to review are: Intra-Company Skilled Worker Visitor T5 International Agreement Worker Each category is discussed in more detail below. Intra-Company routes The Intra-Company routes allow organisations with connected overseas entities to transfer certain staff to their UK offices. From 1 January 2021, these routes cover EEA and Swiss citizens as well as non-EEA citizens. Both routes require a minimum period of prior employment with the overseas linked entity. As the EEA citizens are engaged...