Non-Disclosure Agreement (NDA) Template
All states | 3 types
What Is a Non-Disclosure Agreement (NDA)?
A Non-Disclosure Agreement (NDA), also known as a confidentiality agreement, is a legally binding contract that protects sensitive information shared between individuals or organizations. The purpose of the NDA is to ensure that private details, such as business plans, trade secrets, client data, or technical processes, remain confidential.
There are two main types of NDAs:
Unilateral NDA — when only one party is disclosing confidential information.
Mutual NDA — when both parties exchange sensitive information and agree to keep it private.
When Should I Use an NDA?
Use a non-disclosure agreement template when you need to share confidential information with another party and want legal protection against leaks or misuse. Common situations include:
Presenting a business idea to potential partners or investors.
Hiring contractors, freelancers, or employees with access to private company data.
Starting joint ventures, mergers, or acquisitions.
Sharing proprietary product information or source code.
Licensing intellectual property or inventions.
In any of these cases, an NDA helps establish trust and prevent future legal issues.
What Should Be Included in a Non-Disclosure Agreement?
A well-drafted nda agreement template should include the following sections:
Parties involved — Clearly state who is sharing and who is receiving information.
Definition of confidential information — Outline what qualifies as private or sensitive.
Purpose of disclosure — Explain why the information is being shared.
Obligations of the receiving party — State how the information must be handled.
Exclusions — Define what is not considered confidential (e.g., public knowledge).
Duration of confidentiality — Specify how long the information must remain confidential.
Remedies and consequences — Detail what happens if either party breaches the NDA.
Signatures and dates — Legalize the agreement with signatures from all parties.
Each section plays a critical role in making the document enforceable and effective in court if necessary.
How To Fill Out a Non-Disclosure Agreement (NDA)?
Step 1: Enter the effective date and party details
This section defines when the NDA contract takes effect and identifies the parties involved.
- Enter the date the agreement becomes effective.
- Provide the full name and address of the Disclosing Party (the person or entity sharing confidential information).
- Provide the full name and address of the Receiving Party (the person or entity receiving confidential information).
This Non-Disclosure Agreement (the "Agreement") is entered into on April 15, 2024 (the "Effective Date") by and between:
Alex Carter, an individual registered at 784 Ocean Drive, Miami, FL 33139 (hereinafter referred to as the "Disclosing Party"), and
Jordan Smith, an individual registered at 300 Elm Avenue, Austin, TX 78701 (hereinafter referred to as the "Receiving Party"), collectively referred to as the "Parties" and individually as a "Party."
Step 2: Define the purpose of the agreement & confidential information
This section explains why the NDA template is created and what confidential information will be protected.
- Clearly state the purpose of the agreement (e.g., partnership discussions, business negotiations, employment-related confidentiality).
- Specify whether confidential information includes documents, business plans, financial statements, trade secrets, inventions, etc.
- Clarify that oral and electronic communications are also protected.
The Parties intend to engage in the negotiation and sharing of confidential information for potential business collaboration on software development (the "Purpose").
Step 3: Determine the consequences of a breach
This part explains what happens if the Receiving Party breaches the non disclosure form by disclosing confidential information.
- Specify if they must pay damages, legal fees, or other penalties.
In the event of a breach of this Agreement, the Receiving Party is obligated to compensate the Disclosing Party for damages, costs, and expenses resulting from such a violation. The Receiving Party will also pay the Disclosing Party a penalty of $50,000 for each confirmed case of unauthorized disclosure.
Step 4: Set terms for notices and communication
- Specify mailing addresses and email contacts for official communication.
- Provide instructions for updating contact details if necessary.
Any notice or communication required under this Agreement shall be delivered personally or via certified mail with a return receipt requested to the above addresses.
If to the Receiving Party: Jordan Smith, [email protected]
If to the Disclosing Party: Alex Carter, [email protected]
Step 5: Specify governing law
- Specify the state where the agreement is enforceable.
- Indicate where any legal disputes should be handled.
This Agreement shall be governed by and construed by the laws of the State of Florida, except for its conflict of law principles. Any action or proceeding related to this Agreement shall be resolved by the courts located in the State of Florida.
- Both parties must sign and date the agreement for it to be legally binding.
- Each party should retain a signed copy for reference.
