NDAs, also known as confidentiality agreements, are contracts used to protect information from being stolen or shared with third parties, especially competitors in the same industry. This information can be anything from product specs to client rosters and patented technologies!
Courts in the U.S tend to uphold NDAs as long as they are reasonable. Overly broad terms like “you can never talk about anything you learn here, forever,” can be thrown out for being too restrictive. However, each state interprets them differently. For example, California tends to be more strict about protecting workers’ rights and may limit NDAs that prevent someone from working elsewhere.
What We Offer
Not sure what to include in your NDA contract? Expedite things with a ready-made template like ours to secure your intellectual property rights and sensitive company data. Remember, a flexible, pre-standardized template allows you to manage multiple NDAs across an organization, saving you time, effort, and legal resources.
Quick Overview of NDAs
- NDAs are unilateral (one party agrees not to reveal information) or mutual (both parties agree not to share information)
- May require that the recipient confirm that information is returned or destroyed
- Most NDAs don’t last forever, and explicitly state the number of years that the information must be kept secret.
- Common NDA timeframes range from one year to 10 years, depending on what’s being kept private.
- Cannot be used to prevent the disclosure of information that is in the public interest or available in public records, such as SEC filings or company addresses
- How to Identify NDA Breaches at your workplace? Monitor employees, review documents or communications, or launch a formal inquiry.
When Do I Need To Sign One?
Whether you are joining a new company or entering a new business venture, there are multiple instances in life when you might need to sign an NDA. NDAs ensure that a company or individual moves forward safely with company-specific information.
For example, NDAs may be signed when you are:
- Signing an Employment Contract
- Beginning work with a new client
- Exploring an investment opportunity
- Negotiating a business partnership or joint venture
- Merging with a business
- Selling or acquiring a business
What Are We Protecting?
As they say, knowledge is power. That’s exactly why businesses sign NDAs to ensure no one discloses or misuses confidential knowledge shared during a business or professional setting. So, what kind of business-critical info do NDAs protect anyway?
- Trade secrets – formulas, processes, recipes, manufacturing methods, algorithms.
- Financials – budgets, forecasts, revenue data, pricing models.
- Technical info. – product designs, prototypes, source code, research data.
- Sales and marketing plans– campaigns, launch dates, target audience data.
- Customer Lists – contact details, buying patterns, contract terms.
- Employee info. – salaries, internal policies, HR strategies.
- Legal info. – contracts, settlements, compliance documents.
- Intellectual Property – pending patents, unpublished research.
- Internal communications – memos, emails, meeting notes.
How to Fill this NDA Contract Template
Pre-written agreements are a great starting point for negotiating an NDA. With standard legal clauses and positions laid out for you, all you need to do is fill in the required fields and check the boxes that apply to you! We deliberately avoid the use of broad or vague language throughout to ensure legal clarity for all parties involved.
New to legal language? Here’s an easy, down-to-earth breakdown of each clause in our premade NDA template:
Date and location
As with every legal agreement, specify when and where the NDA is being signed.
Keep in mind that contractual obligations start counting from the signing date, sometimes known as the ‘Effective Date’. Moreover, pinning down the location narrows down the state or county whose laws shall govern any legal dispute arising in the future.
Parties to the NDA
When NDAs are signed, there are two parties involved:
- The Receiving Party – Person or organization getting the information and agreeing to keep it private.
- The Disclosing Party – Person or organization sharing the information
Clearly identify both parties to avoid loopholes. Use this part of the agreement to specify their type (individual, corporation, etc.), and add updated contact details (including postal addresses) for general reference. Relevant parties such as attorneys, accountants, or business partners may also be included.
Type of NDA
This section lets you choose whether you are signing a:
- Unilateral NDA – where one party discloses confidential info, and the other agrees to protect it.
- Mutual NDA – where both parties will share confidential info and agree to protect each other’s information.
Purpose of disclosure
This section expands on why the information is being shared. We offer multiple options for you to choose from, such as employment, contract work, mergers & acquisitions, product development, investor talks, or other business purposes.
Definition of confidential information
Both parties must decide what is seen as confidential when it comes to NDAs. For employees, this provides clarity and prevents any confusion about what information must be protected. To cater to the diverse range of industries where NDAs are used, we include three options you can choose from based on your individual context:
A: All information relating to the business or operations of the disclosing Party.
This is the broadest type of non-disclosure obligation, covering anything from internal process information, business strategies, and future plans to internal data or passwords the employee had access to. Often touted as the safest option for the employees, it is also more likely to be invalidated by courts for being overly broad & unreasonable.
Best for: High-security industries, startups, or companies dealing with highly sensitive information.
B: Only information marked as confidential by the disclosing party.
This option provides greater clarity about what’s treated or designated as confidential and what’s not. For employers, this gives them the freedom to constantly update which information they want to protect. For employees, the flagging makes it easier to properly identify and protect confidential information.
Best for: Companies dealing with clients, campaigns, or projects with different confidentiality or non-disclosure needs.
C: Only information falling into specific categories like financial data, business plans, technology, customer lists, intellectual property, marketing data, product details, software, etc.
This option uses a standardized and fixed approach to confidentiality. By clearly defining what areas or aspects of the business deserve protection through NDAs from day one, companies are able to avoid the administrative and financial burden of ensuring confidentiality across all types of information.
Best for: Established companies that follow industry-standard categories of confidential data, like financial institutions, software firms, and manufacturers.
Legal Obligations
Are both parties equally bound by the obligation to disclose? Is information only travelling one way? The answer depends on what kind of NDA you sign: unilateral or mutual. It is important to know the difference between the two to clarify the duties and responsibilities of the parties and ensure that relevant information remains private:
Unilateral NDAs
Signed when only one party is receiving the information. The receiving party is under a legal obligation to:
- Use the information only for the agreed purpose
- Share it only with those who need to know (and who are also bound to confidentiality)
- Return or destroy it when requested
Common Use Case: Most employment contracts are unilateral NDAs. Other occasions when you might use a unilateral NDA are before pitching a new product idea to a potential investor, or when outsourcing a task to an external vendor, or before gaining access to a client’s business data, trade secrets, or customer details.
Mutual NDAs
Signed when both parties agree to protect each other’s information with reasonable care, limit disclosure, and return or destroy it when the agreement ends.
Common Use Case: Common in industries involving collaboration, joint research, or strategic alliances, e.g., business partnerships, mergers, acquisitions, and co-branding.
Exclusions
Not every piece of information can (or even should) be protected under NDAs. Exclusion clauses help define the limits of confidentiality, preventing overly restrictive agreements that could violate the rights and interests of the disclosing party. Knowledge that’s already in the public domain or obtained via other legal means may not be bound by unreasonable confidentiality terms.
By clearly outlining these exclusions, both parties gain clarity on what they need to protect and what they can freely use or disclose. Choose one of the following information categories to exclude from your NDA:
- Information that becomes public (not due to a breach)—A company publicly releases its earnings report, making that information part of public knowledge
- Already known by the receiving party – A company shares its customer list with a business partner who already has a similar list from their own research
- Obtained legally from another source – A company’s pricing data that an employee later found available in a third-party database
- Independently developed – A software developer working for a tech company independently creates an app similar to the one the company is developing.
- Approved for release in writing by the disclosing party – A tech company shares a new product’s features with a potential partner before releasing this information on their social media. The partner is no longer bound by the NDA regarding those specific details.
Key Takeaway
Including clear exclusions provides a balanced framework for what needs to be protected under the agreement, ensuring fairness between the parties.
Contract term or duration
Specify how long the NDA lasts, either for a fixed number of years or until the information no longer qualifies as confidential. If the contract term is too short, sensitive information could be revealed too soon. If the term is too long, it might unfairly restrict the action or violate the rights of the receiving party, so make sure you carefully consider the duration of your non-disclosure agreement when signing.
Most NDAs last between 2 and 10 years. If you try to enforce confidentiality forever (except for trade secrets, which can last indefinitely), a court may rule out the term as being unreasonable.
Indemnification
This clause clearly states that if unauthorized use or disclosure of the information occurs, the receiving party is responsible for any damages, legal costs, or claims resulting from such disclosure. This covers any misuse by the receiving party’s employees, contractors, or anyone else they shared the information with.
The Severability Clause
Commonly featured in employment contracts, a severability clause makes sure that even if one part of the NDA is deemed invalid by a court of law, the rest of the agreement remains valid. Of course, for courts & judges dealing with non-disclosure cases, the decision ultimately boils down to deciphering what the parties originally intended their contractual relation to be at the time of signing.
The ultimate goal behind this clause is to ensure that the agreement remains fair and law-compliant. This helps safeguard the employer’s interests and the employee’s rights.
Here’s an example of how a severability clause works in practice:
Let’s suppose a manufacturing company has an NDA with an employee to protect confidential data, such as client and vendor lists. The agreement includes a clause that restricts the employee from disclosing any information for 10 years after employment ends. A court later rules that the 10-year non-disclosure period is too broad and unreasonable, particularly given the nature of the information (e.g., client information that could become outdated, etc.). A severability clause allows both parties to have the 10-year limitation nullified while still keeping the rest of the agreement whole & intact.
Additional provisions
If you found particular terms or conditions missing in our premade framework, use this section to jot them down. A blank space is provided where you can add these extra clauses or stipulations using clear and professional language, leaving no room for interpretive errors or misunderstandings.
For example, the parties may agree on specific confidentiality terms or additional restrictions on the use of proprietary information not listed. This space allows you to add additional provisions by formally recording and incorporating them into the contract and protecting the interests of both parties.
Governing Law
The law on nondisclosures (or, for that matter, any other aspects of employment) varies by state. Use this section to determine which state’s laws will govern how the agreement is interpreted and enforced, no matter where the parties are located.
For example, California is known for its strong protections for employees when it comes to NDAs. NDAs in New York are enforceable if they are narrowly tailored and protect only legitimate business interests. States like Delaware, being a hub of large corporate entities, have developed even more specific rules around trade secrets & NDAs, giving significant weight to these agreements, especially in corporate litigation.
Resolving Legal Disputes
But what happens if there is a legal altercation between the parties over one or more of the contract terms? If either party wants to take things to court, it has to be in a particular city or area within that state. You will need to specify the relevant locale in our template before signing the contract. By signing, both parties agree that these courts shall have exclusive authority to hear and rule on the case.
Amendments
This clause clarifies that any changes or modifications to the original NDA must be made in writing. This is typically done through a later addendum signed by both parties, clearly referring to the original agreement.
Signatures
Both parties must add their dated signatures to fully execute the agreement, making it legally binding as of the date of signing.
Target Users
Our free, ready-to-use NDA template is a quick and handy resource for:
- Businesses sharing trade secrets
- Consultants, freelancers, or contractors working with sensitive client data
- Startups and investors during funding discussions
- Partners in joint ventures or product development
- Inventors as they develop their new product or concept.
- Anyone involved in situations where confidential information is exchanged
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Customizability Matters
This document is fully editable and can be tailored to fit your exact needs, making it a great option for both organizations and individuals.
In the editable formats, you can adjust headings, add or remove terms & conditions, or rearrange clauses as needed. You can also update the fonts, colors, and layout to match your preferred style.
To Sum Up…
A Non-Disclosure Agreement is a legally binding contract in which one or both parties agree not to share sensitive data like trade secrets or business plans. The purpose of this template is to formally protect your confidential information, set clear rules for how such information can and cannot be used or shared, and prevent legal disputes and unauthorized disclosure. The right NDA contract can help you prevent or deter unauthorized use of private business information, remove lack of clarity around what is confidential, and protect you from the legal vulnerabilities of oral, informal agreements.
