What Is a Non-Disclosure Agreement?
A Non-Disclosure Agreement is a formal document obligating one party to keep the other party's private information confidential and to secure it from third-party access. The term is used interchangeably with "Confidentiality Agreement", which is a type of document that also deals with securing sensitive information.
- Proprietary Information Agreement.
NDA agreements can be divided into two types: mutual NDAs and unilateral NDAs. By signing a mutual agreement, both parties agree not to disclose any sensitive data that belongs to the other party. Usually, these agreements take place when businesses share protected communications. In unilateral agreements, only one party is responsible for the non-disclosure of information. Upon signing the contract, the third party – for example, an employee, a contractor, or a partner – is bound by law to keep all sensitive information under wraps.
The templates featured below include the following:
- Generic Non-Disclosure Agreement. This legal contract legally prevents the parties from disclosing certain information that is deemed to be confidential by this agreement.
- Employee Non-Disclosure Agreement. Employers can use this agreement to protect their confidential information, which can include know-how, trade secrets, software, customer base, technical data, and other types of proprietary information.
Is a Non-Disclosure Agreement Legally Binding?
If an individual or a business wishes to protect their private information from being freely shared by any third party that has access to that information, they should have that party sign an NDA before allowing them access to any confidential data. Doing that helps protect intellectual property, trade secrets, and other proprietary information from getting into the wrong hands.
Generally, all NDAs are court-enforceable when they meet the general requirements of a contract. Factors that may render a Non-Disclosure Agreement unenforceable include:
- Overly broad language;
- Illegality (i.e., when the performance of the contract must require you to commit a crime);
- Insufficient consideration;
- Risk to public health and safety;
- Confidentiality Issues (i.e., when the information sought to be protected is not actually confidential and is determined to be publicly available).
Related Forms and Templates:
This is a one-page statement of an employee agreeing to keep their company’s information confidential. The form is filled out except for several fields such as the date, the name of the employee and the name of the company.
This is a five-page Sample Confidential Disclosure Agreement template between a US University and an affiliate company. The document contains Remedies for Breach clauses, as well as various Disclosure provisions.
This is a short one-page Non-disclosure Agreement Template. It contains only two points, namely a statement to keep all company information in strict confidence and to disclose this information only to individuals who have signed a non-disclosure agreement with the client.
This Mediation and Confidentiality Agreement is from Monterey County, California. A three-page template contains a one-page attachment outlining a pro-bono statement.
"Confidentiality, Non-competition, and Non-solicitation Agreement Template - American Arbitration Association" - Georgia (United States)
This Confidentiality, Non-Competition, and Non-Solicitation Agreement template is intended for illustrative purposes only. Do not use it to substitute legal advice or counsel. This template shows a confidentiality template between a Georgian corporation and an employee.