NDA Template for Joint Venture Discussions (UK 2025)

When You Need This Contract

Joint venture NDAs must be mutual, protecting both parties' confidential information during the exploration and negotiation phase. The NDA must address the unique challenge that JV partners are often competitors who need to share commercially sensitive information while maintaining their independent businesses. Competition law considerations are particularly important because information sharing between competitors must be limited to what is strictly necessary for evaluating the JV opportunity.

Key Clauses

• Mutual confidentiality obligations protecting both parties equally
• Information sharing limited to what is necessary for evaluating the JV
• Competition law compliance provisions restricting unnecessary information exchange
• Clean team provisions for highly sensitive competitive information
• Defined purpose limiting use of information to JV evaluation only

What to Watch Out For

• Not including competition law safeguards for information sharing between actual or potential competitors
• Sharing more information than necessary for JV evaluation, particularly competitively sensitive pricing and customer data

Sample Clauses

• Sample competition law clause: 'The parties acknowledge that they may be competitors. Information shared under this Agreement shall be limited to what is strictly necessary for evaluating the proposed Joint Venture. Competitively sensitive information including pricing, costs, and customer-specific data shall only be shared through an agreed clean team process. Neither party shall use Confidential Information for any purpose other than evaluating the JV opportunity.'
• Sample clean team clause: 'Highly sensitive competitive information shall be shared only with designated clean team members who are not involved in competitive decision-making for either party's independent business. Clean team members shall be identified in writing and shall sign individual confidentiality undertakings.'