Non-Disclosure Agreement (NDA) Template
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What Is a Non-Disclosure Agreement (NDA)?
Copy section linkAn NDA template helps two or more parties set rules before confidential information is shared. NDA stands for non disclosure agreement, which is a contract used to protect private business, technical, financial, legal, or creative information from unauthorized disclosure.
A non-disclosure agreement template, sometimes searched for as a generic NDA, is useful when sensitive details need to be reviewed for a limited business purpose. That purpose may be hiring, fundraising, software development, vendor work, due diligence, a joint venture, a merger, a real estate deal, or early business negotiations.
A non-disclosure agreement does not automatically protect every piece of information. The agreement should clearly define what counts as confidential information, what is excluded, how the receiving party may use it, how long the confidentiality duty lasts, and what happens after the relationship ends.
NDAs can be used across the United States, but enforceability depends on state law, contract terms, and the type of information involved. Trade secret rules may also apply under state versions of the Uniform Trade Secrets Act and the federal Defend Trade Secrets Act.
When to Use an NDA?
Copy section linkUse a non disclosure agreement when:
A business shares trade secrets, pricing, client lists, formulas, source code, product plans, or financial data.
A startup discusses fundraising, investor diligence, partnership terms, or acquisition talks.
An employer shares sensitive business information with an employee, contractor, consultant, or advisor.
A software development team shares source code, algorithms, product strategy, technical documentation, or user data.
A seller shares private business records before a sale, merger, acquisition, or joint venture.
A buyer, seller, broker, investor, or developer shares confidential appraisals, development plans, negotiations, or financial information in a real estate deal.
A company wants written confidentiality rules before audits, negotiations, due diligence, or strategic planning discussions.
Two parties need to discuss a potential deal, but are not ready to sign the main contract.
When not to use an NDA:
Use an employment contract if the main issue is the full employment relationship.
Use an independent contractor agreement if the main issue is the scope of work, payment, deadlines, and contractor duties.
Use a Non-Compete Agreement only if the restriction is allowed and reasonable under applicable law.
Use a cease-and-desist letter if confidential information has already been misused and the goal is to demand that the conduct stop.
Who Are the Parties to an NDA?
Copy section linkDisclosing party: The person or business that shares confidential information with another party.
Receiving party: The person or business that receives confidential information and agrees to protect it.
Mutual disclosing and receiving parties: Parties that both share and receive confidential information under a mutual NDA.
Authorized representatives: Employees, contractors, advisors, lawyers, accountants, investors, or agents who may access confidential information for the approved purpose.
Business entity: A company, LLC, partnership, or corporation that signs as either the disclosing party or receiving party through an authorized representative.
Witness or notary: Usually not required for a standard NDA, but may be used if a company policy, transaction, or local rule requires extra proof of signing.
What Are the Key Components of an NDA?
Copy section linkParty information: Names, business names, addresses, and contact details identify who is bound by the NDA.
Type of NDA: The agreement should state whether it is unilateral, mutual, or multilateral.
Purpose of disclosure: The NDA contract should explain why confidential information is being shared, such as employment, investment review, vendor work, or deal negotiation.
Confidential information: The agreement should define what information is protected, such as trade secrets, source code, customer lists, pricing, financial data, designs, or business plans.
Exclusions from confidentiality: The NDA should list information that is not protected, such as information already public, already known, independently developed, or lawfully received from another source.
Receiving party duties: The agreement should explain how the receiving party must protect, use, store, and limit access to confidential information.
Permitted disclosures: The NDA should state whether confidential information may be shared with employees, contractors, advisors, lawyers, accountants, investors, or regulators.
Return or destruction of information: The agreement should explain what happens to documents, files, notes, copies, and electronic records when the relationship ends.
Term and survival period: The NDA should state how long the agreement lasts and how long confidentiality duties continue.
Residual knowledge: If included, this clause should explain whether general knowledge retained in memory may be used without revealing protected information.
Remedies: The agreement should describe what the disclosing party may do if confidential information is misused, including seeking damages or injunctive relief where allowed.
Governing law: The NDA should identify which state’s law applies if a dispute arises.
Signatures: Each party should sign and date the agreement to show acceptance.
What Are the Key Terms of an NDA?
Copy section linkConfidential information: Information that is private, valuable, and not meant to be shared outside the approved purpose.
Trade secret: Information that has economic value because it is not generally known and is subject to reasonable efforts to keep it secret.
Disclosing party: The party that shares confidential information.
Receiving party: The party that receives confidential information and agrees not to misuse or disclose it.
Exclusions: Categories of information that are not protected by the NDA, such as public information or information already known before disclosure.
Term: The length of time the NDA remains in effect.
Survival period: The period during which confidentiality duties continue after the NDA or business relationship ends.
Residual knowledge: General knowledge, memory, or experience retained by a person after reviewing confidential information, if the NDA addresses it.
Breach of contract: A failure to follow the NDA, such as unauthorized disclosure or misuse of confidential information.
Injunctive relief: A court order that may stop someone from using or sharing confidential information.
How to Fill Out an NDA Template
Copy section linkEnter the disclosing party’s full legal name, business name, address, and contact information.
Enter the receiving party’s full legal name, business name, address, and contact information.
Choose whether the NDA contract is unilateral, mutual, or multilateral.
Describe the purpose for sharing confidential information.
Define the confidential information covered by the NDA.
Add exclusions from confidentiality, such as public information, information already known, information independently developed, or information lawfully received from another source.
List the receiving party’s confidentiality duties.
State whether confidential information may be shared with representatives, advisors, employees, contractors, investors, or regulators.
Add rules for storing, copying, returning, or destroying confidential materials.
Set the NDA term and any survival period for confidentiality duties.
Add residual knowledge language if the parties want to address information retained in memory.
Add remedies for breach, such as damages or injunctive relief, where allowed.
Add governing law and dispute resolution terms.
Review state law and transaction-specific rules before signing.
Sign and date the NDA (by hand or with an electronic signature). Give each party a copy.
Requirements for this document vary by state. Review your state's laws and procedures — or consult a licensed attorney — before using this template to ensure it's valid and enforceable where you live.
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https://loio.com/guides/business/internet-law/are-you-allowed-to-share-information-with-chat-gpt-if-you-work-under-nda/
