What is a Non-Disclosure Agreement?

A Non-Disclosure Agreement (NDA) is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to.

When should I use an NDA?

You should use an NDA whenever you want to share confidential information with another party but want to ensure that they do not steal or misuse that information. This is common when pitching a new invention, sharing business ideas, or bringing on new employees or contractors.

Is this template legally binding?

While this template is designed to be a standard legal document, laws vary by jurisdiction. It is always recommended to have a legal professional review any contract before signing to ensure it meets your specific needs and complies with local laws. Once signed, our free NDA expiration reminder tool can alert you when the confidentiality period is due to end.

What is the difference between a one-way NDA and a mutual NDA?

A one-way (unilateral) NDA protects information flowing in a single direction — typically from a disclosing business to a recipient such as a contractor, vendor, or potential investor. A mutual NDA applies when both parties exchange confidential information, making each party both a disclosing and receiving party. Use this one-way template when only you are sharing sensitive information.

How long should the confidentiality obligation last?

There is no universal rule, but most one-way NDAs run for two to five years from the date of disclosure or the end of the business relationship. Genuine trade secrets can be protected indefinitely, since they have no set expiry. The right term depends on how long the information retains commercial value and how quickly your industry moves.

Non-disclosure agreement (NDA) template

Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is entered into as of 2023-10-01, by and between Company A ("Disclosing Party") and Company B ("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information").

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.

2. Exclusions from Confidential Information

Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

3. Obligations of Receiving Party

Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

4. Time Periods

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

5. Relationships

Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

6. Severability

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

7. Integration

This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.

8. Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of California.

10. Signatures

This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

DISCLOSING PARTY

Date: 2023-10-01

Name: Company A

By: disclosing party signer name

Title: CEO

Signature: _____________________________

RECEIVING PARTY

Date: 2023-10-01

Name: Company B

By: receiving party signer name

Title: CTO

Signature: _____________________________

Vorlage anpassen

Effective Date

Disclosing Party Sign Date

Receiving Party Sign Date

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