"Non-disclosure Agreement Template"

What Is a Non-Disclosure Agreement?

A Non-Disclosure Agreement (NDA) is a legal contract that prevents parties to an agreement from disclosing certain information that is deemed to be confidential. The confidential information is particularized in the NDA and can include any information that can be potentially harmful to an individual or company, such as formulas, collections of data, processes, know-how, etc. You can download a Non-Disclosure Agreement template here or make your own using our online form builder.

Mutual Vs. Unilateral Non-Disclosure Agreement

Depending on the scope of information being protected, there are two types of NDAs:

  1. Unilateral NDA. This is a contract upon which one party is legally bound from disclosing confidential information of another party.
  2. Mutual NDA (or Bilateral NDA). Parties use this kind of NDA when they exchange sensitive information and want to bind both parties from disclosing it.

A Mutual NDA and Unilateral NDA have minor differences in the way they are written, they both contain all of the essential legal provisions that must be included in it. However, if both sides share proprietary information to achieve common goals, they should use a mutual NDA to provide a certain level of protection to each of them.

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Non-Disclosure Agreement Vs. Confidentiality Agreement

There are no significant legal differences between an NDA and a Confidentiality Agreement, however, specialists tend to use them in different situations. This leads to distinguishing a few moments based on the way these contracts are being used:

  • Generally, NDAs are unilateral, they are used for a one-way obligation. When there are two parties involved then it's more common for them to sign a Confidentiality Agreement;
  • NDAs are typical for the U.S., while Confidentiality Agreements are more likely to be used in Canada, New Zealand, and England;
  • Confidentiality Agreements are mostly used in employment or personal situations, while NDAs are more frequently used with vendors, customers, etc.

From the differences stated above, it is clear that both of the documents, regardless of which title they have, guarantee the same level of protection since all of the provisions in them are negotiable and changeable. Choosing one or another is mostly a preference based on habit since they are essentially the same and are being used for the same purpose.

What Happens If You Break a Non-Disclosure Agreement?

A signed NDA gives the party that owns and shares confidential information a guarantee that if another party breaks the NDA there will be consequences. If a breach occurs then the owner of the information has the right to sue another party for damages. There are different types of damages that can be compensated, such as (but not limited to):

  1. Expectation Damages. In this case, the non-breach side of the conflict is supposed to be put in the position it would have been if the breach had never occurred.
  2. Recovery Damages. This way the breaching party is supposed to compensate for all the costs that the non-breaching party has incurred in the contract, up to the moment of the breach.

Depending on the provisions included in the NDA, it's specifics, and the parties involved, there can be other remedies for a situation when a party breaks the contract, such as employment termination, court order, etc.

How to Write a Non-Disclosure Agreement?

A Non-Disclosure Agreement is a legal contract. It means that a basic NDA contains all the statements typical for legal contracts, such as:

  1. Parties. Most NDAs are signed between a disclosing party and a receiving party.
  2. Identification of Confidential Information. Both parties are interested in stating the information that is specifically deemed confidential. If there are any exclusions from the confidential information it should be stated as well.
  3. Duties of the Receiving Party. This part of the NDA includes not only the obligations of the receiving party concerning confidential information, but it can also include limitations while using it. If there are situations where a receiving party needs to reveal confidential information, then the parties should list what would allow the receiving party to do so.
  4. Time Periods. The NDA should establish a period of confidentiality.
  5. Remedies. Businesses tend to state the remedies for the contract breach. For example, a predetermined amount of money can be included in an NDA as a remedy for a breach. However, it is hard to guess the monetary number of damages that will occur because of the breach, thus if the damages stated in the NDA are too high, a court of law may refuse to enforce them.
  6. Signatures.

Since a Non-Disclosure Agreement is a document of great importance, its content should give attention to every item indicated there. It will help if a breaching situation ever occurs and a party will have to file a lawsuit.


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Non-Disclosure Agreement
This ​ N on-Disclosure Agreement ​ ( hereinafter referred to as the “Agreement”) is entered
into as of ___________________ (hereinafter referred to as the “Effective Date”), by and
between ___________________, with a mailing address of _______________________
________________________________ (hereinafter referred to as the “Receiving Party”)
and ___________________, with a mailing address of ___________________________
_______________________________ (hereinafter referred to as the “Disclosing Party”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
The Parties are interested in exploring a potential business opportunity (hereinafter
referred to as the “Opportunity”). In order to adequately evaluate whether the
Parties would like to pursue the Opportunity, it is necessary for both Parties to
exchange certain confidential information.
IN CONSIDERATION OF disclosing and receiving confidential information, the
Parties agree to the following:
1. Confidential Information. ​ T he confidential information (hereinafter referred to as the
“Confidential Information”) includes any information that is only known by the
Disclosing Party, and not known by the general public at the time it is disclosed, whether
in tangible or intangible form and through whatever means it is disclosed.
Confidential Information​ does not include ​ i nformation that:
● The Receiving Party lawfully had before the Disclosing Party actually disclosed it;
● Is disclosed to the Receiving Party by a third party who is not bound by a
confidentiality agreement;
● Becomes available to the general public by no fault of the Receiving Party;
● Is required by law to be disclosed.
2. Use of Confidential Information. ​ T he Receiving Party must keep the Confidential
Information confidential. The Receiving Party will treat the Confidential Information
with the same care as it treats its own confidential information. The Receiving Party may
disclose the Confidential Information to its personnel on an as-needed basis. The
personnel must be informed that the Confidential Information is confidential and the
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Non-Disclosure Agreement
This ​ N on-Disclosure Agreement ​ ( hereinafter referred to as the “Agreement”) is entered
into as of ___________________ (hereinafter referred to as the “Effective Date”), by and
between ___________________, with a mailing address of _______________________
________________________________ (hereinafter referred to as the “Receiving Party”)
and ___________________, with a mailing address of ___________________________
_______________________________ (hereinafter referred to as the “Disclosing Party”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
The Parties are interested in exploring a potential business opportunity (hereinafter
referred to as the “Opportunity”). In order to adequately evaluate whether the
Parties would like to pursue the Opportunity, it is necessary for both Parties to
exchange certain confidential information.
IN CONSIDERATION OF disclosing and receiving confidential information, the
Parties agree to the following:
1. Confidential Information. ​ T he confidential information (hereinafter referred to as the
“Confidential Information”) includes any information that is only known by the
Disclosing Party, and not known by the general public at the time it is disclosed, whether
in tangible or intangible form and through whatever means it is disclosed.
Confidential Information​ does not include ​ i nformation that:
● The Receiving Party lawfully had before the Disclosing Party actually disclosed it;
● Is disclosed to the Receiving Party by a third party who is not bound by a
confidentiality agreement;
● Becomes available to the general public by no fault of the Receiving Party;
● Is required by law to be disclosed.
2. Use of Confidential Information. ​ T he Receiving Party must keep the Confidential
Information confidential. The Receiving Party will treat the Confidential Information
with the same care as it treats its own confidential information. The Receiving Party may
disclose the Confidential Information to its personnel on an as-needed basis. The
personnel must be informed that the Confidential Information is confidential and the
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personnel must agree to be bound by the terms of this Agreement. The Receiving Party is
liable for any breach of this Agreement by its personnel.
3. Ownership and Title. ​ N othing in this Agreement will convey a right, title, interest, or
license in the Confidential Information to the Receiving Party. The Confidential
Information will remain the exclusive property of the Disclosing Party.
4. Return of Confidential Information. ​ U pon termination of this Agreement, the
Receiving Party must return all tangible materials it has that embody the Confidential
Information it received, including all electronic and hard copies. This includes, but is not
limited to, any notes, memos, drawings, summaries, excerpts, and anything else derived
from the Confidential Information.
5. Term and Termination. ​ T he term of this Agreement is ________ months from the
Effective Date unless terminated earlier for other reasons available in this Agreement.
Either Party may end this Agreement at any time by providing a __________________
written notice to the other Party. The Party’s obligation to hold in confidence all
Confidential Information received during the term of this Agreement will remain in effect
indefinitely.
6. Remedies. The Parties agree the Confidential Information is unique in nature and
money damages will not adequately remedy the irreparable injury breach of this
Agreement may cause the harmed Party. The harmed Party is entitled to seek injunctive
relief, as well as any other remedies that are available in law and equity.
7. Relationship of the Parties.
a. No Binding Agreement to Pursue Opportunity. The Parties agree they are
exploring a potential Opportunity and sharing their Confidential Information is not
a legal obligation to pursue the Opportunity. Either Party is free to stop
discussions or negotiations related to the Opportunity at any time.
b. No Exclusivity. The Parties understand this Agreement is not an exclusive
arrangement. The Parties agree they are free to enter into other similar agreements
with other parties.
c. Independent Contractors. The Parties to this Agreement are independent
contractors. Neither Party is an agent, representative, partner, or employee of the
other Party.
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8. General.
a. Amendments. ​ T his Agreement may be modified as needed. To make a
modification, the Parties have to agree to the modification in writing in the form of
an amendment. The terms of this Agreement will apply to any amendment made
unless otherwise stated in the amendment.
b. Complete Contract. This Agreement constitutes the Parties’ entire understanding
of their rights and obligations. This Agreement supersedes any other written or
verbal communications between the Parties. Any subsequent changes to this
Agreement must be made in writing and signed by both Parties.
c. Severability. ​ I f any section of this Agreement is found to be invalid, illegal, or
unenforceable, the rest of the Agreement will still be enforceable.
d. Waiver. ​ N either Party can waive any provision of this Agreement, or any rights or
obligations under this Agreement, unless agreed to in writing. If any provision,
right, or obligation is waived, it’s only waived to the extent agreed to in writing.
9. Notices. If a Party is required by law to disclose any Confidential Information it has
received, it will notify the Disclosing Party within ________ business days. If a Party
loses or fails to maintain the confidentiality of any Confidential Information it has
received, it will notify the Disclosing Party within ________ hours. The Receiving Party
will take any and all steps necessary to recover the Confidential Information and prevent
further unauthorized use.
10. Governing Law. ​ T he Parties agree that this Agreement shall be additionally
governed by the laws of _____________________.
State
The Parties agree to the terms and conditions set forth above as demonstrated by their
signatures as follows:
_________________________________
_________________________________
Receiving Party’s Printed Name
Disclosing Party’s Printed Name
_________________________________
_________________________________
Receiving Party’s Signature
Disclosing Party’s Signature
_________________________________
_________________________________
Date
Date
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