Jurisdiction(s):
United Kingdom

Key definition

Disclosure letter definition

What does Disclosure letter mean? A disclosure letter is the seller’s letter to the buyer in an M&A transaction that sets out the matters disclosed against the warranties in a share purchase agreement (SPA) or asset purchase agreement (APA). It typically contains general disclosures (of matters of public record or data room contents) and specific disclosures (itemised exceptions), and identifies the disclosure bundle or data room index. Its practical function is to qualify warranties and allocate risk. This is a descriptive practice term, not defined by legislation. Under English law (and similarly in Scotland, Northern Ireland and Ireland), the effectiveness of disclosures turns on the...

Non-confidential Submission Letter Agreement with Trade Secrets Waiver and Independent Development Acknowledgement (England and Wales)

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Precedents

[ insert address of sender ]

Our ref: [ insert reference ]

Your ref: [ insert reference ]

[ insert address of recipient ]

Date: [ insert date ]

Dear [ insert organisation name ]

Submission to [ insert Company name ]

Thank you for wishing to send a submission to [ insert company name ].
You will understand that we receive many submissions from a wide range of individuals and organisations. Our company maintains an active research and development function and, at any moment, we are engaged in numerous research and development projects across various fields.
On occasion, you may provide an idea or materials relating to work you have created or research you have carried out and, independently, we may have developed or researched something similar, or already hold comparable information. In those circumstances, by agreeing to keep the information within your submission confidential, we would not wish to be limited in what we can do with our research and development or the information we possess...

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Web page updated on 22/05/2026

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