Sample Agreements
I have drafted the documents below, and you are free to use them. You can click on the title to see the document on screen, or you can download the document by clicking the link at the bottom.
Although the documents are free to use, this does not mean they are suitable for your particular circumstances. Identifying what is necessary for a particular arrangement and understanding the risks that come with a particular combination of terms requires experience - and some legal knowledge.
Confidentiality Agreement (or NDA)
A confidentiality agreement is a formal means of protecting information disclosed to a third party.
This example covers disclosures from one party to the other (so it is not two way).
It is drafted in favour of the party disclosing the information but includes some basic reassurance for the recipient.
Word document downloadAlthough it has the form of a commercial agreement, a data processing agreement is primarily a regulatory compliance agreement. Its purpose is to set terms between a controller and processor that fulfil the requirements of data protection law - in this case Art. 28 GDPR.
This example assumes that both parties are based in the UK. It is drafted in favour of the controller in that it aims to fulfil the requirements imposed on controllers under Art. 28 GDPR, while remaining proportionate and reasonable.
The key focus is the tables, which describe the processing. These are at the front of the agreement to emphasise the importance of capturing the processing details comprehensively and accurately.
One of the hardest compliance issues is around the use of sub-processors and the need for those sub-processors to be approved and subject to similar terms. If each lower tier of sub-processor were always ever smaller entities with less negotiating power, then the flow down of terms would be straightforward. Invariably the sub-processors at some or all levels will be larger companies that dictate rather than accept terms. There is no easy solution to this problem, but this example assumes terms can be flowed down.
A software licence agreement sets the commercial terms for using software.
This example allows the licensee’s group to use the software within their IT environment (whether this environment is owned by the licensee or hosted by third parties), but limits the number of copies that can be used. It includes a free test period with a right for the licensee to terminate before the fee-paying begins.
It is drafted in favour of the licensor but includes protections for the licensee in the form of a right to terminate if the software does not meet the description, an indemnity for infringement claims by third parties, and some basic warranties.
The key terms are captured at the start of the agreement for ease of reference.
Word document downloadA novation agreement changes the parties to an existing agreement, with the new party taking the position of one of the current parties.
In this version, the new party takes the rights of the exiting party.
The new party also becomes liable to the continuing party for the things done in the past by the exiting party (as well as for its own acts going forward). To the extent the new party’s liability is attributable to things done by the exiting party, then the new party will have a right of recovery from the exiting party.
As an exception to the above arrangement on liability, the exiting party remains liable to the continuing party for any warranties it has given about itself.
Any indemnities given by the continuing party against third party claims are divided between the exiting party and the new party according to whether the third party liabilities arise before or after novation.