Non-disclosure Agreement (NDA)

A non-disclosure agreement (NDA) otherwise called a confidentiality agreement, is a legal contract between two or more parties that signifies a confidential relationship exists between them.

The confidential relationship exists because the parties share information among themselves that should not be made available to any other parties outside of those involved, such as competitors or the general public.

The most common forms of these include but not limited to doctor–patient confidentiality, attorney–client privilege, priest–penitent privilege, and bank–client confidentiality agreements. Information commonly protected by NDAs might include schematics for a new product, client information, sales and marketing plans, unique manufacturing process or a personal life secret.

Using a non-disclosure agreement means your secrets will stay protected, and if not, you'll have legal recourse and might even be able to sue for damages.

If you must keep a secret and need to draft a non-disclosure agreement for the parties involved, take a look at the samples below to help you create one.

Non-disclosure Agreement (NDA) sample 1

Unilateral Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (the "Agreement") is entered into on [Date] by and between [Disclosing Party Name], located at [Disclosing Party Address] ("Disclosing Party"), and [Receiving Party Name], located at [Receiving Party Address] ("Receiving Party").

The Disclosing Party intends to share certain confidential information with the Receiving Party for the purpose of [Describe Purpose, e.g., exploring a business partnership, evaluating software development services, etc.]. This Agreement is intended to protect the confidentiality of this information.

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by the Disclosing Party to the Receiving Party, including but not limited to trade secrets, financial information, technical data, software, product details, designs, business plans, customer information, and other proprietary information.

2. Obligations of Receiving Party

The Receiving Party agrees to:
- (a) Keep all Confidential Information in strict confidence and take reasonable security measures to protect it from unauthorized access.
- (b) Use the Confidential Information only for the purpose described above.
- (c) Not disclose Confidential Information to any third party without prior written consent from the Disclosing Party, except to employees or agents who need to know the information for the specified purpose and are bound by confidentiality obligations.

3. Exclusions from Confidential Information

Confidential Information does not include information that:
- (a) Is or becomes publicly known through no breach of this Agreement by the Receiving Party.
- (b) Is obtained by the Receiving Party from a third party without breach of confidentiality obligations.
- (c) Was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. Term

This Agreement will be effective as of the date signed and will remain in effect for [Number of Years, e.g., three (3) years] from the date of disclosure of Confidential Information, or until the Confidential Information no longer qualifies as confidential, whichever comes first.

5. Return or Destruction of Information

Upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify its destruction in writing, if requested by the Disclosing Party.

6. No License

This Agreement does not grant the Receiving Party any license, ownership, or interest in the Confidential Information, which remains the exclusive property of the Disclosing Party.

7. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party and agrees that the Disclosing Party shall have the right to seek injunctive relief in addition to any other remedies available at law.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction, e.g., the State of California].

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Disclosing Party Name]
Signature: ___________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________

[Receiving Party Name]
Signature: ___________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________

Non-disclosure Agreement (NDA) sample 2

Mutual Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on [Date] by and between [Party A Name], located at [Party A Address] ("Party A"), and [Party B Name], located at [Party B Address] ("Party B").

The parties wish to disclose certain confidential information to each other for the purpose of [Describe Purpose, e.g., evaluating a potential joint venture, discussing technology collaboration, etc.]. This Agreement is intended to protect the confidentiality of such information.

1. Definition of Confidential Information

"Confidential Information" means any and all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), including, but not limited to, business strategies, product designs, financial data, technical specifications, software, customer lists, research, trade secrets, and proprietary information.

2. Obligations of Each Party

Each party agrees to:
- (a) Keep the Confidential Information of the other party in strict confidence.
- (b) Use the Confidential Information solely for the purpose outlined above.
- (c) Restrict disclosure of Confidential Information to its employees, agents, or contractors who have a legitimate need to know and are bound by confidentiality obligations.

3. Exclusions from Confidential Information

Confidential Information does not include information that:
- (a) Is or becomes publicly available without breach of this Agreement.
- (b) Was known by the Receiving Party before disclosure without any confidentiality obligation.
- (c) Is received from a third party without breach of confidentiality obligations.
- (d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. Term of Agreement

This Agreement is effective as of the date signed and will remain in effect for [Number of Years, e.g., two (2) years] from the date of the last disclosure of Confidential Information, or until the Confidential Information no longer qualifies as confidential.

5. Return or Destruction of Confidential Information

Upon request, each party shall promptly return or destroy all materials containing the other party's Confidential Information and certify its destruction, if requested.

6. No Transfer of Rights

This Agreement does not transfer any ownership or intellectual property rights to the Confidential Information, which remains the property of the Disclosing Party.

7. Remedies

Each party acknowledges that any breach of this Agreement may cause irreparable harm to the other party. Therefore, the non-breaching party shall have the right to seek injunctive relief and any other available legal remedies.

8. No Warranty

All Confidential Information is provided "as is," and the Disclosing Party makes no warranties, express or implied, regarding its accuracy, completeness, or performance.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction, e.g., the State of New York].

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Party A Name]
Signature: ___________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________

[Party B Name]
Signature: ___________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________

These templates cover key clauses such as confidentiality, exclusions, obligations, and termination. They should be customized based on the nature of the information, the specific needs of the parties, and the relevant jurisdiction. It’s advisable to consult a legal professional for any legally binding agreements.

Non-disclosure Agreement (NDA)

Non-disclosure Agreement (NDA) sample 1

Unilateral Non-Disclosure Agreement (NDA)

Non-disclosure Agreement (NDA) sample 2

Mutual Non-Disclosure Agreement (NDA)

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