Your Company Name
Disclosing Party
Your Name / Company LLC
123 Business Street
City, State 00000
hello@yourcompany.com
City, State 00000
hello@yourcompany.com
Receiving Party
Recipient Name / Company
456 Recipient Avenue
City, State 00000
contact@recipient.com
City, State 00000
contact@recipient.com
1. Purpose
The parties wish to explore a potential business relationship (the "Purpose") and, in connection therewith, may disclose to each other certain confidential and proprietary information. This Agreement governs the protection of that information.
2. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by the Disclosing Party, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. This includes, without limitation:
• Business plans, strategies, and financial projections
• Customer and supplier lists
• Proprietary software, source code, and technical data
• Product designs, formulas, and trade secrets
• Marketing plans and pricing information
• Business plans, strategies, and financial projections
• Customer and supplier lists
• Proprietary software, source code, and technical data
• Product designs, formulas, and trade secrets
• Marketing plans and pricing information
3. Obligations of Receiving Party
Receiving Party agrees to:
• Keep all Confidential Information strictly confidential
• Use Confidential Information solely for the Purpose stated above
• Limit disclosure to employees or contractors with a need to know and who are bound by equivalent confidentiality obligations
• Not reverse engineer, disassemble, or decompile any prototypes, software, or samples
• Notify Disclosing Party promptly of any unauthorized disclosure
• Keep all Confidential Information strictly confidential
• Use Confidential Information solely for the Purpose stated above
• Limit disclosure to employees or contractors with a need to know and who are bound by equivalent confidentiality obligations
• Not reverse engineer, disassemble, or decompile any prototypes, software, or samples
• Notify Disclosing Party promptly of any unauthorized disclosure
4. Exclusions
These obligations do not apply to information that:
• Is or becomes publicly known through no fault of the Receiving Party
• Was already known to the Receiving Party before disclosure
• Is independently developed by the Receiving Party without use of Confidential Information
• Is required to be disclosed by law, regulation, or court order (with prior written notice to Disclosing Party where permitted)
• Is or becomes publicly known through no fault of the Receiving Party
• Was already known to the Receiving Party before disclosure
• Is independently developed by the Receiving Party without use of Confidential Information
• Is required to be disclosed by law, regulation, or court order (with prior written notice to Disclosing Party where permitted)
5. Term & Return of Information
This Agreement is effective for 3 years from the Effective Date. Upon termination or upon Disclosing Party's request, Receiving Party shall promptly return or destroy all Confidential Information and certify destruction in writing.
6. No License or Obligation
Nothing in this Agreement grants Receiving Party any rights in or to the Confidential Information beyond its limited use for the Purpose. Neither party is obligated to proceed with any transaction or business relationship.
7. Remedies & Governing Law
Receiving Party acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages are inadequate. Disclosing Party shall be entitled to seek injunctive relief in addition to any other legal remedies.
This Agreement is governed by the laws of the State of [Your State]. Disputes shall be resolved in the courts of [Your County], [Your State].
This Agreement is governed by the laws of the State of [Your State]. Disputes shall be resolved in the courts of [Your County], [Your State].
Disclosing Party Signature
Print Name: _____________________
Title: _____________________
Date: _____________________
Title: _____________________
Date: _____________________
Receiving Party Signature
Print Name: _____________________
Title: _____________________
Date: _____________________
Title: _____________________
Date: _____________________
This template is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for your specific situation.
NDA FAQ
What is an NDA?
An NDA (Non-Disclosure Agreement), also called a confidentiality agreement, is a legally binding contract where one or both parties agree not to disclose specified confidential information to third parties. NDAs are commonly used before business discussions, hiring contractors, exploring partnerships, or sharing proprietary technology.
What is the difference between a mutual and one-way NDA?
A one-way (unilateral) NDA protects one party's confidential information — used when only one party is sharing secrets (e.g., sharing your business plan with a potential investor). A mutual NDA protects both parties — used when both sides are sharing confidential information, such as in a merger discussion or joint venture.
How long does an NDA last?
NDA duration varies by agreement. Common terms are 1-5 years, though some NDAs last indefinitely for trade secrets. A reasonable term is 2-3 years for most business relationships. The obligation to protect trade secrets may extend beyond the agreement's expiration under trade secret laws.
Is this NDA template free?
Yes, completely free — no account, no watermark, no time limit. Edit and download as many NDAs as you need.
Is an NDA enforceable?
NDAs are generally enforceable when they identify confidential information with reasonable specificity, have a reasonable duration, and are signed by both parties. Courts may invalidate overly broad NDAs. For high-stakes situations such as mergers, acquisitions, or sharing core trade secrets, have an attorney review the agreement before signing.