Confidential Disclosure Agreement
This Agreement is made this
day of
201[ ]
Between
1
[Visitor’s name] of [home address]
and
2
The University of Newcastle upon Tyne of King’s Gate, Newcastle upon Tyne, NE1
7RU (“the University”).
Whereas
[Visitor’s name] has been invited by the University to accept the position of [Position] to
[contribute appropriately to...] (“the Purpose”) and
[Visitor’s name] has agreed with the University that he shall perform the said function of
[Position] and
The University and [Visitor’s name] acknowledge that in fulfilling the Purpose it may be
necessary for both Parties to disclose confidential technical and business information to the
other ("the Confidential Information") and wish to ensure that the Confidential Information
remains confidential between the Parties to this agreement and subject to its terms.
Each Party is willing, in consideration of being supplied with Confidential Information about the
other and in consideration of the other entering into the said discussions, to give the
undertakings contained in this Agreement and in consideration of such undertakings, the other
Party is willing to supply such Confidential Information, subject to the provisions of this
Agreement.
Now it is Agreed as follows:
1.
The extent of the Confidential Information to be disclosed will at all times be at the
discretion of the disclosing Party.
2.
[Visitor’s name] shall, in the light of being appraised generally of the subject matter of
the Purpose, promptly inform the University whether, in his reasonable opinion, he can
or should act for the Purpose, and undertakes to promptly inform the University of any
conflict of interest which may exist in so fulfilling the Purpose.
3.
Each Party will treat the Confidential Information disclosed to him or her by the other
Party as secret and confidential and will not except with the prior written consent of the
University, make use of the same except for the purpose of the Purpose, nor disclose
the same to any third party.
4.
The restrictions as to the use and disclosure set out above shall not apply to any of the
Confidential Information:
 which is or becomes published or otherwise enters the public domain otherwise than
by authorised publication in breach of this Agreement; or
 which a Party can show by written records was already in their possession at the
date of disclosure and not already subject to obligations of confidence to the other
Party or a third party: or


which a Party can show by written records was obtained from an independent third
party, subsequent to the date of disclosure, who was under no obligation of
confidence to the other Party in respect of the same; or
to the extent that a Party is required by law to disclose.
5.
An exception listed in clause 4 would not apply to a combination of Confidential
Information elements merely because that exception applied to some of the individual
elements of the combination. An exception listed in clause 4 would not apply to
Confidential Information merely because that exception applied to an aggregation of
information which contained the Confidential Information.
6.
A Party shall not, without the prior written consent of the other Party, copy or reproduce
any document which may be supplied hereunder and the receiving Party will a) return
the same and any copies made thereof to the Party supplying the same if so requested
by the supplying Party and b) certify in writing that he/she has complied with this
request.
7.
This Agreement is personal to the Parties and may not be assigned.
8.
The Confidential Information, including without limitation any documents, drawings,
sketches or designs supplied hereunder, will remain the property of the supplying Party
and no rights are granted to the receiving Party in the same, whether patented or not
except the limited right to use set out above with respect to the said Purpose.
9.
For the avoidance of doubt, it is agreed that the provisions of this Agreement shall apply
to any of the Confidential Information which has been disclosed by one Party to the
other Party prior to the date of this agreement but in anticipation hereof.
10.
The obligations of confidentiality in Clause 3 of this agreement shall continue for a
period of 10 years from the date hereof.
11.
The parties do not intend that any agency or partnership relationship be created
between them by this Agreement.
12.
All additions or modifications to this Agreement must be made in writing and must be
executed by both parties.
13.
This Agreement shall be construed in accordance with, and governed in all respects by,
the laws of England.
Signed
by ....................................................
Name: [Visitor’s name]
Date:
Signed on behalf of The University of Newcastle upon Tyne
by ...................................................
Name: [ ]
Position: [ ]
Date: