Non-Disclosure Agreement (NDA) Template

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NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into on   (the "Effective Date") by and between

 , an individual registered at   (hereinafter referred to as the "Disclosing Party"), and 

 , an individual registered at   (hereinafter referred to as the "Receiving Party"), collectively referred to as the "Parties" and individually as a "Party".

PURPOSE OF THE AGREEMENT. The Parties intend to engage in the negotiation and sharing of confidential information for the purpose of   (the "Purpose").

CONFIDENTIAL INFORMATION. Confidential information includes any non-public information, whether written, oral, electronic, or any other form the Disclosing Party shares with the Receiving Party. This information is marked confidential or should reasonably be understood to be confidential based on the nature of the information and the circumstances surrounding its disclosure (the "Confidential Information"). 

The Confidential Information excludes:

  • Information already in the possession of the Receiving Party before disclosure by the Disclosing Party;

  • Information that became publicly known without any fault of the Receiving Party;

  • Information independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

NON-DISCLOSURE OBLIGATIONS. The Receiving Party agrees to:

  • Keep all the Confidential Information private and not disclose it to third parties without the prior written consent of the Disclosing Party;

  • Use the Confidential Information exclusively for the Purpose specified above and take all reasonable precautions to protect its confidentiality;

  • Limit access to the Confidential Information to employees, contractors, or consultants who have a legitimate need to have access to it and are under binding confidentiality obligations no less restrictive than those set forth in this Agreement;

  • Notify the Disclosing Party immediately of any disclosures that become known to the Receiving Party.

TERM AND TERMINATION. This Agreement shall commence on the Effective Date and shall continue for   unless terminated earlier by the Disclosing Party upon sending written notice releasing the Receiving Party from this Agreement earlier.

PERMITTED DISCLOSURE. The Recipient Party is allowed to disclose the Confidential Information as required by law, court order, or governmental regulations. If such situations arise, the Recipient Party shall promptly notify the Disclosing Party of the required disclosure and cooperate with the Disclosing Party to protect the confidentiality of the information.

The Recipient Party may also disclose the Confidential Information with the written consent of the Disclosing Party.

RETURN OF THE CONFIDENTIAL INFORMATION. Under the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all the Confidential Information, including any copies. However, the Receiving Party may retain copies of the Confidential Information as required by applicable law or regulations. The retained Confidential Information shall remain subject to the confidentiality obligations in this Agreement.

REMEDIES. The Parties acknowledge that in the event of a breach of this Agreement, the Disclosing Party may seek injunctive relief, monetary damages, or other remedies permitted by law.

In the event of a breach of this Agreement, the Recipient Party is obligated to compensate the Disclosing Party for damages, costs, and expenses resulting from such violation and to pay the Disclosing Party a penalty of   for each confirmed violation case. 

NOTICE. Any notice or communication required to be given under this Agreement shall be sufficiently given if delivered personally or by certified mail, a return receipt requested to the address set forth in the opening paragraph or to such other address as one Party may have furnished to the other Party in writing. It may also be delivered to the email address set forth below.

If to the Receiving Party:  ;

If to the Disclosing Party:  .

Either Party may change the registered mail or email address for receipt of notices by giving written notice to the other Party. 

GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of  , except for its conflict of laws principles. Any action or proceeding resulting from or related to this Agreement shall be resolved by the courts located in the State of   . 

SEVERABILITY. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall still be valid and enforceable. 

 

ASSIGNMENT. Neither Party may assign or transfer this Agreement without obtaining prior written consent from the non-assigning Party, which approval shall not be unreasonably withheld.

WAIVER. The failure of any Party to enforce a particular provision of this Agreement shall not constitute a waiver of their right to enforce that provision in the future.

ENTIRE AGREEMENT. This written Agreement represents the entire agreement between the Parties and supersedes any prior oral or written agreements.

 

AMENDMENTS. This Agreement may only be modified, or any rights under it waived, by a written document executed by both Parties. 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

THE DISCLOSING PARTY

THE RECEIVING PARTY

 

 

 , USA
 , USA

 

 

__________________________________

__________________________________

 

 

 

 

 
Written by Megan Thompson - Reviewed by Kate Adkham

Template Types

Mutual Non-Disclosure Agreement (NDA)
This document is used when parties need to share confidential information between them.
Employee Non-Disclosure Agreement (NDA)
This NDA helps to keep information confidential within the employment relationship.

What Is a Non-Disclosure Agreement (NDA)?

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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:

  1. Unilateral NDA — when only one party is disclosing confidential information.

  2. Mutual NDA — when both parties exchange sensitive information and agree to keep it private.

When Should I Use an NDA?

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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?

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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)?

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Step 1: Enter the effective date and party details

This section defines when the NDA contract takes effect and identifies the parties involved.

Part of the non disclosure agreement
  • 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).
Example:

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.

Part of the non disclosure agreement
  • 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.
Example:

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.

Part of the non disclosure agreement form
  • Specify if they must pay damages, legal fees, or other penalties.
Example:

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

Part of the non disclosure agreement template
  • Specify mailing addresses and email contacts for official communication.
  • Provide instructions for updating contact details if necessary.
Example:

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

Part of the NDA contract
  • Specify the state where the agreement is enforceable.
  • Indicate where any legal disputes should be handled.
Example:

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.

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Are You Allowed To Share Information with ChatGPT if You Work Under NDA?
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