Vostego
← Back to Resources
Resources / legal_regulation

Non-Disclosure Agreement (NDA) Template

Standard mutual non-disclosure agreement for partnerships and hiring.

Category
legal_regulation
Format
Legal Doc
Skill Level
Beginner
Time to Complete
10 mins

What's Inside

[“Mutual non-disclosure terms”, “Confidentiality definitions”, “Exclusions and term limits”, “Signature blocks”]

How to Use

[“Fill in party names and addresses”, “Define the purpose of disclosure”, “Send for electronic signature”, “Save the signed copy”]

Getting Started

[“Confirm the other party’s legal name”, “Decide on the term length (e.g., 2 years)”, “Send before sharing sensitive info”]

Template

Non-Disclosure Agreement (NDA) Template

Effective Date: [Date] Between: [Your Company Name] (“Disclosing Party”) And: [Other Party Name] (“Receiving Party”)

1. Definition of Confidential Information

Confidential Information means all non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by inspection of tangible objects, including but not limited to:

  • Technical data, trade secrets, and know-how
  • Business plans, strategies, and financial information
  • Customer lists and contact information
  • Source code, software, and specifications
  • Marketing materials and business methods
  • Any information marked as “Confidential” or that reasonably should be understood as confidential

Exclusions

Confidential Information does not include information that:

  • Is or becomes publicly available through no breach of this Agreement
  • Was rightfully possessed prior to disclosure, as evidenced by written records
  • Is independently developed without access to Confidential Information
  • Is rightfully received from a third party without confidentiality obligations
  • Is required to be disclosed by law, court order, or government agency (with notice to Disclosing Party when possible)

2. Obligations of the Receiving Party

The Receiving Party agrees to:

  • Use Confidential Information solely for the purpose of [specify purpose: evaluating business relationship, providing services, etc.]
  • Maintain Confidential Information in strict confidence using reasonable security measures
  • Restrict access to Confidential Information to employees/representatives who need to know and who are bound by similar confidentiality obligations
  • Not disclose Confidential Information to third parties without prior written consent
  • Return or destroy all Confidential Information upon request or termination of this Agreement

Standard of Care

The Receiving Party shall use the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no case less than reasonable care.

3. Permitted Disclosures

Notwithstanding Section 2, the Receiving Party may disclose Confidential Information:

  • To the extent required by law, court order, subpoena, or government agency, provided the Receiving Party:
    • Gives prompt written notice to the Disclosing Party (unless legally prohibited)
    • Cooperates with the Disclosing Party in seeking protective orders or other remedies
    • Discloses only the minimum information legally required
  • To attorneys, accountants, and financial advisors on a need-to-know basis, who are bound by professional confidentiality obligations

4. Term and Termination

  • Duration: This Agreement commences on the Effective Date and continues for [1-3 years] years, unless terminated earlier by either party with [30] days written notice.
  • Survival: Confidentiality obligations survive termination for [2-5 years] years for information that remains confidential.
  • Return of Information: Within [10] business days of termination, the Receiving Party shall return or destroy all Confidential Information at Disclosing Party’s election.

5. No License or Obligation

  • The Disclosing Party does not grant any license, rights, or interest in Confidential Information.
  • This Agreement creates no obligation to disclose information or enter into any business relationship.
  • Either party may terminate discussions at any time without liability.

6. No Warranty

Confidential Information is provided “AS IS” without warranty of any kind, express or implied. The Disclosing Party does not warrant:

  • Accuracy or completeness
  • Non-infringement of third-party rights
  • Fitness for any particular purpose

7. Remedies

  • The Receiving Party acknowledges that breach would cause irreparable harm for which damages would be an inadequate remedy.
  • The Disclosing Party is entitled to seek equitable relief, including injunctive relief, in addition to other remedies.
  • Waiver of any breach does not constitute waiver of future breaches.

8. Limitation of Liability

[OPTIONAL - if applicable to your jurisdiction/relationship]

Neither party shall be liable for indirect, consequential, incidental, or punitive damages, regardless of cause.

9. Mutual vs. Unilateral

[Select one]

UNILATERAL: Only the Receiving Party is bound by confidentiality obligations; the Disclosing Party has no reciprocal obligations.

MUTUAL: Both parties are bound by identical confidentiality obligations for information each discloses.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles. Both parties consent to the exclusive jurisdiction of the state and federal courts located in [County/City, State].

11. General Provisions

Entire Agreement

This Agreement constitutes the entire agreement regarding confidentiality and supersedes all prior negotiations, representations, and agreements.

Amendment

No amendment is valid unless in writing and signed by both parties.

Severability

If any provision is found invalid, the remaining provisions continue in effect.

Assignment

Neither party may assign this Agreement without prior written consent, except [Disclosing Party] may assign to affiliates or successors.

Notices

All notices shall be in writing and delivered by email, courier, or certified mail to:

Disclosing Party: [Name] [Address] [Email] [Phone]

Receiving Party: [Name] [Address] [Email] [Phone]

Counterparts

This Agreement may be signed in counterparts, each of which shall be deemed an original, and all together shall constitute one agreement.

12. Acknowledged and Agreed

By signing below, each party acknowledges that:

  • They have read and understand this Agreement
  • They are authorized to enter into this Agreement
  • They agree to be bound by its terms and conditions

DISCLOSING PARTY:

Signature: _________ Date: ____

Name (Print): _____________

Title: _____________

Company: _____________

RECEIVING PARTY:

Signature: _________ Date: ____

Name (Print): _____________

Title: _____________

Company: _____________

How to Use This Template

  1. Determine unilateral vs. mutual: Decide if only one party needs to keep secrets or both parties do.
  2. Customize blanks: Replace all [bracketed items] with your specific details (duration, jurisdiction, contact info).
  3. Define Confidential Information: Be specific about what types of information you’re protecting.
  4. Adjust standard of care: Modify if you need heightened protection (e.g., “best industry practices” instead of “reasonable care”).
  5. Review with counsel: Have an attorney in your jurisdiction review before signing.
  6. Keep copies: Both parties should retain signed originals.

Last Updated: [Date]

For questions or updates, contact: [Your Email]