# NDAs and Service Agreements Lexicon

English terminology for (i) non-disclosure agreements, confidentiality agreements and
confidentiality undertakings (including confidentiality clauses embedded in broader
agreements), and (ii) service agreements of an administrative or professional nature —
service level agreements (SLAs), outsourcing agreements, managed services agreements,
consultancy agreements, technical assistance agreements, and management agreements.

These two domains are combined in one lexicon because NDAs are very often signed in
connection with, or as a preliminary step to, a services relationship (vendor due
diligence, RFP processes, consultancy scoping, outsourcing transitions), and
confidentiality clauses inside service agreements draw on the same vocabulary.

For operations and maintenance agreements (O&M) embedded in EPC/turnkey packages, see
`energy-infrastructure.md`. For IT/SaaS-specific service schedules, also consult
`it-saas.md`. For data-protection language beyond high-level concepts, consult the IT/SaaS
lexicon and general-legal.

---

# Part 1 — NDAs / Confidentiality

## Core NDA Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| non-disclosure agreement (NDA) | Agreement imposing confidentiality obligations | — |
| confidentiality agreement | Synonym for NDA; more common in employment/licensing contexts | — |
| confidentiality undertaking | A unilateral undertaking to maintain confidentiality | — |
| confidential information | Information subject to confidentiality obligations | — |
| proprietary information | Information owned by a party and treated as confidential | — |
| trade secrets | A narrower category of confidential information protected by specific statute (e.g., EU Directive 2016/943, UK Trade Secrets (Enforcement, etc.) Regulations 2018, US DTSA) | — |
| disclosing party | The party sharing confidential information | — |
| receiving party | The party receiving confidential information | — |
| permitted purpose / permitted use | The purpose for which confidential information may be used | — |
| disclosure | The act of sharing confidential information | — |
| permitted disclosure | Disclosure authorised under the NDA (e.g., to advisers) | — |
| confidentiality obligation | The obligation to keep information confidential | — |
| non-disclosure obligation | The obligation not to disclose information | — |
| non-use obligation | The obligation not to use information except for the permitted purpose | — |
| authorised recipients / permitted recipients | Persons to whom disclosure is permitted | — |
| representatives | Officers, directors, employees, and advisers of a party | — |
| advisers | Legal, financial, tax, and other professional advisers | — |
| affiliates | Related companies within the same corporate group | — |
| no representation or warranty as to accuracy | Disclaimer that the disclosing party makes no warranty about the accuracy or completeness of disclosed information | — |
| no binding commitment | Provision clarifying that the NDA does not commit either party to negotiate or enter into any transaction | — |
| intellectual property reservation | Clause confirming that disclosure of confidential information does not transfer any IP rights | — |
| residuals clause | Clause allowing the receiving party to use general ideas, concepts, or know-how retained in unaided memory | — |
| marking requirement | Requirement to label information "confidential" (or equivalent) at or before disclosure to trigger protection | — |

## M&A / Transactional NDA Provisions

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| standstill provision | Undertaking by the receiving party not to make an unsolicited offer or approach for the disclosing party's shares/assets | — |
| non-solicitation of employees | Undertaking not to solicit or hire the disclosing party's employees | "non-poaching" (informal) |
| non-circumvention | Undertaking not to bypass the disclosing party by dealing directly with its counterparties | — |
| clean team / clean room arrangement | Restricted group permitted to access competitively sensitive information, with additional safeguards | — |
| data room rules | Protocol governing access to and use of data-room materials | — |

## Exceptions and Exclusions

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| exceptions to confidentiality / exclusions | Carve-outs from the confidentiality obligation | — |
| publicly available information | Information in the public domain through no fault of the receiving party | — |
| independently developed information | Information developed by the receiving party without use of confidential information | — |
| information already in possession | Information the receiving party had before disclosure | — |
| information received from a third party without restriction | Information lawfully obtained from a third party | — |
| disclosure required by law | Mandatory disclosure pursuant to law, regulation, or court order | — |
| order of a court or authority | A judicial or regulatory order compelling disclosure | — |
| obligation to give prior notice | Requirement to notify the disclosing party before compelled disclosure | — |
| whistleblowing carve-out | Protection of protected disclosures under whistleblower regimes (e.g., EU Directive 2019/1937, UK PIDA, US Dodd-Frank) | — |

## Term and Remedies

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| confidentiality period | The period during which confidentiality obligations apply | — |
| survival | The continuation of obligations after termination/expiry of the NDA | — |
| return obligation | The obligation to return confidential information upon request or expiry | — |
| destruction obligation | The obligation to destroy confidential information upon request or expiry | — |
| certification of destruction | Written certification that materials have been destroyed | — |
| back-up / archival exception | Carve-out allowing retention of automated back-ups subject to ongoing confidentiality | — |
| injunctive relief | A court order requiring a party to do or refrain from doing something | — |
| specific performance | A court order compelling a party to perform its contractual obligations | — |
| damages | Monetary compensation for breach of the NDA | — |
| liquidated damages | Pre-agreed damages payable upon breach (must be a genuine pre-estimate of loss under English law) | "penalty" (may be unenforceable) |

## Mutual vs Unilateral

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| mutual NDA / bilateral NDA | Both parties disclose and receive confidential information | — |
| unilateral NDA / one-way NDA | Only one party discloses confidential information | — |

## NDA Section Headings

| Correct English heading | Avoid |
|---|---|
| DEFINITIONS | — |
| CONFIDENTIALITY OBLIGATIONS | — |
| EXCLUSIONS | "EXCEPTIONS" (acceptable) |
| PERMITTED DISCLOSURE | — |
| NO REPRESENTATION OR WARRANTY | — |
| NO BINDING COMMITMENT | — |
| INTELLECTUAL PROPERTY | — |
| STANDSTILL | — |
| NON-SOLICITATION | — |
| RETURN AND DESTRUCTION | — |
| TERM | — |
| REMEDIES | — |
| GOVERNING LAW AND JURISDICTION | — |
| MISCELLANEOUS / GENERAL PROVISIONS | — |

---

# Part 2 — Service Agreements

## Core Service Agreement Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| service agreement / services agreement | Agreement for the provision of services | — |
| service level agreement (SLA) | Agreement or schedule specifying measurable service levels | — |
| outsourcing agreement | Agreement transferring a business function to a third-party provider | — |
| managed services agreement | Agreement for ongoing managed delivery of a defined service | — |
| consultancy agreement | Agreement for the provision of advisory or consultancy services | — |
| technical assistance agreement | Agreement for the provision of technical support and expertise | — |
| management agreement | Agreement for the management of an asset, project, or entity | — |
| master services agreement (MSA) | Framework agreement setting general terms, with individual services ordered via SOWs/work orders | — |
| statement of work (SOW) / work order | Document ordering specific services under an MSA | — |
| service provider / supplier | The party providing the services | — |
| client / customer | The party receiving the services | — |
| scope of services | The description of what services are to be provided | — |
| service specifications | Detailed technical requirements for the services | — |
| service levels | Measurable performance standards the provider must meet | — |
| key performance indicators (KPIs) | Specific metrics measuring service performance | — |
| service level objectives (SLOs) | Target values for specific KPIs | — |
| response time | Time within which the provider must acknowledge a request/incident | — |
| resolution time | Time within which the provider must resolve a request/incident | — |
| availability / uptime | The percentage of time a service is operational | — |
| maintenance window | Scheduled period during which service may be interrupted for maintenance | — |

## Fee and Payment Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| fees / charges | The amounts payable for the services. "Consideration" is also acceptable in formal English-law drafting where the contract-formation doctrine is in point, but "fees" or "charges" is the standard in services agreements. | price (retail/sale-of-goods connotation); remuneration (employment connotation) |
| fixed fee | A flat fee not dependent on volume or usage | — |
| variable fee | A fee that varies based on volume, usage, or other metrics | — |
| time-and-materials fee | Fee based on actual time spent plus materials used | — |
| cost-plus fee | Fee calculated as documented costs plus a margin | — |
| cap / not-to-exceed amount | Maximum amount payable in the aggregate or per period | — |
| service credit | A financial credit applied against fees for missed service levels | "penalty" (see note below) |
| liquidated damages | Pre-agreed damages payable upon breach (must be a genuine pre-estimate of loss under English law) | "penalty" (may be unenforceable) |
| performance bonus | Additional payment for exceeding service levels | — |
| benchmark review | Periodic market benchmarking of the fees, typically in long-term outsourcing | — |

## Acceptance and Handover Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| acceptance of the services | Formal sign-off that services meet requirements | — |
| acceptance testing | Testing to verify services meet acceptance criteria | — |
| acceptance criteria | Objective criteria for acceptance | — |
| trial period / pilot period | Initial period for evaluating the services before full commitment | — |
| deemed acceptance | Automatic acceptance if the client fails to reject within a stated period | — |
| handover | The process of transferring responsibility from one party to another | — |
| on-boarding / transition-in | The initial handover of services to the provider | — |
| off-boarding / transition-out / exit assistance | The handover of services away from the provider at contract end | "reversibility" (calque) |
| exit plan | Documented plan governing transition-out | — |

## Operational Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| help desk / service desk | Centralised point of contact for service requests and incidents | — |
| ticket / service request | A logged request for service or incident report | — |
| incident | An unplanned service interruption or quality reduction | — |
| problem | The underlying cause of one or more incidents | — |
| escalation | Raising an issue to a higher level of authority or expertise | — |
| priority / severity level | The classification of urgency/impact of an incident | — |
| periodic report / service report | Regular report on service performance and metrics | — |
| review meeting | Scheduled meeting to review service performance | — |
| contract governance | The framework for managing the contractual relationship | — |
| contract manager | The person responsible for day-to-day contract management | — |
| point of contact | The designated contact person for a specific matter | — |
| steering committee / governance committee | Joint body overseeing the relationship, typically with escalation authority | — |

## Legal and Commercial Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| term | The duration of the agreement | — |
| automatic renewal | Renewal without requiring affirmative action from the parties | "tacit renewal" (calque) |
| notice of non-renewal | Formal notice that a party does not wish to renew | — |
| termination for convenience / withdrawal | The right to end the agreement without cause | — |
| notice period | The period of advance notice required for termination or non-renewal | — |
| termination for cause / termination for breach | Termination triggered by a breach of the agreement | — |
| material breach | Breach sufficiently serious to warrant termination | — |
| cure period / remedy period | Period to cure a breach before termination | — |
| change of control | See canonical definition in finance-banking.md. Services/NDA context: often triggers termination or consent rights where the counterparty identity is material. | — |
| force majeure | See canonical definition in general-legal.md. Services context: confidentiality obligations typically survive force-majeure events. | — |
| limitation of liability | Contractual cap or exclusion on a party's liability | — |
| liability cap | The maximum aggregate liability under the agreement | — |
| excluded losses | Categories of loss carved out of recoverability (often indirect/consequential) | — |
| indemnity | An obligation to compensate the other party for specified losses | — |
| warranty period | Period after completion of services during which the provider must remedy defects | — |
| defects liability | The provider's obligation to remedy defects in services performed | — |
| professional indemnity insurance | Insurance covering the provider against claims for professional negligence | — |
| public liability insurance | Insurance covering third-party injury or property damage | — |
| cyber liability insurance | Insurance covering cyber-incident-related losses | — |
| intellectual property | Patents, copyrights, trademarks, trade secrets, and related rights | — |
| background IP / foreground IP | Pre-existing IP of the parties vs IP created under the services | — |
| licence-back | Licence granted by the party that owns foreground IP to the other party | — |
| personal data | Data relating to an identified or identifiable natural person | — |
| data processing | Any operation performed on personal data | — |
| data processor | A party processing personal data on behalf of the controller | — |
| data controller | The party determining the purposes and means of data processing | — |
| data processing agreement (DPA) | Written instrument required under Article 28 GDPR | — |
| sub-processor | A party engaged by a processor to carry out processing on its behalf | — |
| subcontracting | The provider's right to engage subcontractors to perform services | — |
| subcontractor | A third party engaged by the provider to perform part of the services | — |
| flow-down | Requirement to impose equivalent obligations on subcontractors | — |

## Service Agreement Section Headings

| Correct English heading | Avoid |
|---|---|
| SCOPE OF SERVICES | "OBJECT OF THE CONTRACT" |
| SERVICE LEVELS | — |
| FEES AND PAYMENTS | — |
| TERM AND TERMINATION | — |
| PROVIDER'S OBLIGATIONS | — |
| CLIENT'S OBLIGATIONS | — |
| ACCEPTANCE | — |
| HANDOVER / TRANSITION | — |
| CHANGE OF CONTROL | — |
| INSURANCE | — |
| SUBCONTRACTING | — |
| INTELLECTUAL PROPERTY | — |
| CONFIDENTIALITY | — |
| DATA PROTECTION | — |
| REPRESENTATIONS AND WARRANTIES | — |
| LIMITATION OF LIABILITY | — |
| FORCE MAJEURE | — |
| MISCELLANEOUS / GENERAL PROVISIONS | — |

---

## Cross-cutting notes

- **"NDA" vs "Confidentiality Agreement"**: Interchangeable. "NDA" is more common in M&A
  and commercial contexts; "Confidentiality Agreement" in employment and licensing. Match
  the source document's style.

- **Standard of care**: English NDAs typically require the receiving party to protect
  confidential information with "at least the same degree of care" as its own confidential
  information, or "reasonable care". Use the specific formulation from the source document.

- **Carve-outs for legal/regulatory disclosure**: Reference the specific mechanism (e.g.,
  "to the extent required by applicable law, regulation or order of a court of competent
  jurisdiction") rather than vague formulations.

- **"Specific performance" vs "damages"**: These are distinct remedies. Specific
  performance compels a party to perform; damages provide monetary compensation. Do not
  conflate them, even if the source language uses ambiguous terms.

- **Standstill and non-solicitation**: Specific to M&A NDAs and not standard in commercial
  or employment NDAs. Only include them if the source document contains such provisions.

- **"Service credits" vs "penalties"**: In English SLA drafting, financial consequences
  for missing service levels are called "service credits" rather than "penalties".
  "Penalties" may be unenforceable as penalty clauses under English law. Use "service
  credits" as default; "liquidated damages" is also acceptable in formal agreements.

- **GDPR terminology**: When the agreement involves personal data processing, use GDPR
  terminology precisely: "controller", "processor", "data processing agreement" (DPA),
  "sub-processor", "data subject". Confidentiality of personal data is a distinct concept
  from general contractual confidentiality — both may apply.

- **Handover provisions**: Critical in outsourcing. The provider's obligation to assist
  with handover at the end of the contract should be described as "exit assistance" or
  "transition-out services", not "reversibility".

- **Notice of non-renewal vs termination for convenience**: Non-renewal means the contract
  simply does not renew at the end of its term. Termination for convenience is early
  termination during the contract term. Do not conflate them.

- **Change of control**: Many service agreements include a right to terminate (or require
  consent) if the service provider undergoes a change of control. This protects the client
  against having its services delivered by an unvetted successor entity.

- **Confidentiality inside service agreements**: Where a service agreement contains a
  confidentiality clause rather than a separate NDA, draw from Part 1 above. "Confidential
  Information" should be defined, exclusions listed, permitted disclosures named, and a
  survival period specified.
