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Mutual Non-Disclosure Agreement (NDA)

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Monday 17th July, 2023 | Author: Secretariat | Filed under: Good practice policies

Professional investigators, members of the Association of British Investigators (ABI) who work for different agencies often need to collaborate on cases.

However, sharing information can be risky, especially if it involves sensitive or confidential data.

To mitigate this risk, it is essential to have a mutual non-disclosure agreement (NDA) between inter-agency ABI professional investigators.

A mutual NDA is a legal document that outlines the terms and conditions under which two or more parties can share confidential information. It establishes the confidential nature of the information shared, the purpose of sharing, and the length of time the information will remain confidential. It also defines the consequences of breaking the agreement, such as legal action, damages, and termination of the collaboration.

A mutual NDA is crucial for inter-agency professional investigators because it protects the sensitive information they handle. This information can include evidence, witness statements, financial records, and personal data of individuals. If this information falls into the wrong hands, it can compromise investigations, jeopardise the safety of individuals, and harm the reputation of the agencies involved.

Moreover, a mutual NDA builds trust and strengthens relationships between inter-agency professional investigators. By agreeing to keep each other's information confidential, they show that they respect each other's work and understand the importance of maintaining confidentiality. This trust can lead to more effective collaboration, better communication, and faster resolution of cases.

In addition, a mutual NDA can also benefit the agencies themselves. By protecting their confidential information, they can maintain their competitive advantage and prevent the leakage of sensitive data to their competitors. This protection can also help them comply with legal and regulatory requirements, such as the data protection law and industry standards.

To conclude, a mutual non-disclosure agreement is essential for inter-agency professional investigators who need to collaborate on cases. It protects the sensitive information they handle, builds trust, and strengthens relationships, and benefits the agencies themselves.

Without an NDA, the risk of information leakage and the potential consequences can be severe. Therefore, inter-agency professional investigators should always consider drafting a mutual NDA before sharing any confidential information.

There follows below an optional template NDA:

Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into on this date ____________ (the “Effective Date”),
by and between the undersigned parties:
Party A: ________________________________ (hereafter referred to as “Disclosing Party”)
Party B: ________________________________ (hereafter referred to as “Receiving Party”)
WHEREAS, the Disclosing Party and the Receiving Party are professional investigators from different agencies who may disclose Confidential Information to each other in connection with their business relationship (the “Purpose”);
WHEREAS, the Disclosing Party and the Receiving Party wish to protect the confidentiality of the Confidential Information;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definition of Confidential Information.
“Confidential Information” means any information, whether tangible or intangible, in written, oral, electronic, graphic, or any other form, that is disclosed by the Disclosing Party to the Receiving Party in connection with the Purpose, and that is marked or identified as confidential or that a reasonable person would understand to be confidential under the circumstances of disclosure.
2. Obligations of the Receiving Party.
The Receiving Party agrees to:
a) Keep the Confidential Information confidential and not disclose it to any third party without the prior written consent of the Disclosing Party, except as required by law or court order.
b) Use the Confidential Information solely for the Purpose and not for any other purpose.
c) Take all reasonable steps to protect the Confidential Information from unauthorized access, use, or disclosure.
d) Disclose the Confidential Information only to those of its employees, agents, and contractors who have a need to know it for the Purpose and who are bound by obligations of confidentiality at least as restrictive as those contained in this Agreement.
3. Term.
This Agreement shall remain in effect for a period of _______ [insert number of years] years from the Effective Date, unless terminated earlier by mutual agreement of the parties or by either party upon written notice to the other party.
4. Remedies.
The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. Therefore, in the event of a breach or threatened breach of this Agreement, the Disclosing Party may seek injunctive relief, specific performance, or other equitable relief in addition to any other remedies available at law or in equity, without the necessity of proving actual damages.
5. Return of Confidential Information.
Upon termination of this Agreement, or at any time upon request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information, and all copies, extracts, summaries, or other forms thereof, and shall destroy or erase any electronic files containing such Confidential Information.
6. Governing Law and Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of of _______ [insert jurisdiction], without giving effect to any choice-of-law or conflict-of-law provisions. Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the courts of _______ [insert jurisdiction], and each party consents to the jurisdiction of such courts
7. Notices.
Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given and received when delivered personally, sent by registered mail, or sent by email to the parties at the following addresses:
Disclosing Party: Name: Address: Email:
Receiving Party: Name: Address: Email:
8. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral.
9. Amendment and Waiver.
This Agreement may not be amended, modified, or supplemented except in writing signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought.
10. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Mutual Non-Disclosure Agreement as of the date first above written.
Disclosing Party:
Receiving Party: