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Free, Customizable Non-Disclosure Agreement Templates


Mutual NDA Template

Download and customize this example of a mutual non-disclosure agreement.

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Unilateral NDA Template

Download and customize this example of a unilateral non-disclosure agreement.

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What's an NDA?

non-disclosure agreement exampleIf you’ve ever been asked to keep a secret, then you generally understand the concept of an NDA or non-disclosure agreement. An NDA is a legal contract that governs the transmission of confidential information outside of the two or more parties involved. It's a commonly used business agreement meant to protect the disclosing party (i.e., the business or individual who is sharing their information) from having valuable and confidential information exposed by the receiving party. Should the protected information become public, having anon-disclosure agreement in place allows the protected party to take legal action such as suing for damages.

Also known as confidentiality agreements, NDAs are an important part of a business' contract stack and are crucial to any business relationship, as they explicitly outline what information can and cannot be transmitted outside of the relationship. Common information protected by an NDA includes financials, customer information, new products, intellectual property, strategy, and trade secrets — anything you would not want competitors or the general public to know.

While NDAs can be used for several purposes, including for employment agreements, intellectual property licensing, mergers and acquisitions, etc., they typically take one of two forms. Most non-disclosure agreements are considered one-way NDA's or unilateral NDA's, but occasionally, parties sign a two-way or mutual NDA which provides certain protections for information disclosed by both parties.  Deciding between a unilateral and a mutual NDA is determined by the parties involved based on what information of theirs is at risk and what information needs to be protected. 

Other commonly used names for a non-disclosure agreement include:

  • Non-Disclosure Form
  • Confidentiality Agreement (CA)
  • Confidential Disclosure Agreement (CDA)
  • Confidentiality Statement
  • Propriety Information Agreement (PIA)
  • Secrecy Agreement (SA)

Each of these agreements fulfills the same purpose of managing confidential information between two or more parties.

Get answers to frequently asked questions about non-disclosure and confidentiality agreements.


[fa icon="plus-square"] Why do I need an NDA?
A non-disclosure agreement is useful for most business relationships in which confidential information is being passed between parties. For example, a business may want to prevent employees, vendors, or channel partners from disclosing confidential information that they have been exposed to during the tenure of their relationship.  Without a confidentiality agreement in place, any information disclosed in trust can be used for malicious purposes or perhaps be made public accidentally.

Additionally, NDAs are used to:
  • Maintain a business’ competitive advantage in the market - ensuring certain information is kept private, especially from its competitors.
  • Protect crucial information like technical data, customer lists, trade secrets, or other intellectual property
  • Establish parameters for what information can be shared before entering into a business relationship.
[fa icon="plus-square"] When should I use an NDA?
Non-disclosure agreements are used during business relationships or transactions in which another party will have access to sensitive or confidential information. They are most often used during mergers and acquisitions, as well as with employees and independent contractors.

For reference, here is a list of situations in which you might consider using an NDA:
  • Employees
  • Independent contractors/Freelancers
  • Consultants
  • Mergers and Acquisitions (M&A)
  • Licensing negotiations
  • Licensing or assigning intellectual property
[fa icon="plus-square"] What should I include in my NDA?
Non-disclosure agreements can be customized to suit the specific needs of your business. This means that you can include whatever provisions you see most fit. Still, there are a few provisions that are commonly included in NDAs, as they go a long way in protecting your business. The following features are typically included in an NDA:
  • Parties involved and covered in the agreement
  • What information is deemed confidential
  • What information is not deemed confidential
  • The time period for which the NDA is in effect
  • Obligations of the receiving party
  • The consequences of a breach
  • Method of resolution in the event of a breach
[fa icon="plus-square"] Does location matter when drafting or signing an NDA?
Location does matter when creating an NDA because some states have more favorable laws regarding the enforcement of these types of agreements than others. Other states may be extremely inconvenient to have to travel to for litigation. Some states also tend favor the state’s own residents or businesses located within the state compared to outsiders/non-resident businesses.

Two clauses to include in your NDA regarding location are the forum selection clause and choice of law clause. While they both govern the location of your NDA, they stipulate different things.
  • Jurisdiction (Forum Selection Clause): The state/jurisdiction in which the suit must be filed in the event of a dispute
  • Choice of Law: The state's (or country's, if international) law that applies in the event a legal dispute arises, regardless of where the user where the suit is filed.
Failure to provide these types of clauses may result in your business having to litigate in a state with unfavorable laws, a state that is really far away and inconvenient to get to, or a state that will favor the other party over you.

Note: Forum Selection and Choice of Law do not have to stipulate the same location. In the case of a one-way NDA, both jurisdiction and choice of law are often chosen by the disclosing party. In mutual NDAs, this decision may come down to the bargaining power of the parties.
[fa icon="plus-square"] What is the recommended length for an NDA?
Each NDA should have a period of time over which they are valid, often stipulated by the disclosing party, however there is no boilerplate amount of time that dictates how long an NDA should last. It’s important to consider the information you are protecting when establishing the duration of an NDA. For example, when dealing with trade secrets such as patents or formulas you may want the NDA to last forever. In most businesses, however NDA’s typically cover 2, 3 or 5 years after termination of the relationship such as employment, but some have been known to last longer.
[fa icon="plus-square"] What is the easiest way to present and execute an NDA?
There are many ways to get an agreement signed ranging from pen and ink to PDF's to click wrap agreements. Depending on the speed at which you do business, it might be perfectly acceptable to send an NDA as a PDF attachment and request the signing parties execute and return them. However, if you're looking to provide a better experience that includes faster signing, reduced redlining and various sending methods you might consider using a platform that offers clickwrap agreements.

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