Non-Disclosure Agreement (NDA) Template
All states | 3 types
A non disclosure agreement is a legally binding contract that protects confidential information between parties. When one or both parties agree to an NDA template, they commit to not disclosing specific details to outsiders. By signing an NDA template, individuals or businesses create a layer of legal protection over valuable information.
When Is a Non-Disclosure Agreement (NDA) Used?
A non disclosure agreement template can be adapted for various situations. Companies, freelancers, investors, and private individuals frequently rely on the NDA to safeguard information.
Some of the most common scenarios where a non disclosure agreement is used include:
- Business partnerships and mergers. When two companies explore a potential merger or collaboration, they often exchange sensitive financial data and strategic plans. A generic NDA ensures this information isn’t misused if the deal falls through.
- Hiring employees or contractors. Businesses may require employees to sign an NDA to protect trade secrets and proprietary data.
- Product development and patents. Companies working on new inventions or software often use a non-disclosure agreement to prevent competitors from accessing confidential designs.
- Investor discussions. Entrepreneurs seeking funding typically share business strategies with potential investors. An NDA agreement template ensures the idea remains protected if the investor decides not to invest.
- Medical and legal cases. Lawyers and doctors handle sensitive client information.
- Freelancer and consultant agreements. Companies hiring independent contractors for marketing, IT, or creative work may use a non disclosure agreement form.
Types of Non-Disclosure Agreements (NDA)
Not every NDA is the same. Two primary types of the non disclosure agreement template serve different purposes based on the nature of the agreement.
Employee non-disclosure agreement (NDA)
An employee non-disclosure agreement (NDA) protects a company’s sensitive information when hiring new employees. Many businesses require employees to sign an NDA before accessing confidential data, such as trade secrets, customer lists, or marketing plans.
Mutual non-disclosure agreement (NDA)
A mutual non-disclosure agreement (NDA) is a contract used when two or more parties share confidential information. Unlike a one-way NDA, which binds only one party, a mutual NDA ensures that all involved must keep the information secret.
How To Fill Out a Non-Disclosure Agreement (NDA)?
Step 1: Enter the effective date and party details
This section defines when the NDA contract takes effect and identifies the parties involved.
- 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).
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.
- 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.
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.
- Specify if they must pay damages, legal fees, or other penalties.
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
- Specify mailing addresses and email contacts for official communication.
- Provide instructions for updating contact details if necessary.
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, jordan.smith@email.com
If to the Disclosing Party: Alex Carter, alex.carter@email.com
Step 5: Specify governing law
- Specify the state where the agreement is enforceable.
- Indicate where any legal disputes should be handled.
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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Frequently Asked Questions
A non-disclosure agreement remains legal until it fulfills its goal of protecting confidential information. The standard non-disclosure agreement provided by your client will cover the duration of the project and some time afterward. For example, if you are a designer for a six-month marketing campaign, the agreement would be of the same term because all the materials would be published in that period.
Breaking a non-disclosure agreement may lead to monetary compensation for the disclosing party, legal fees, and other expenses. The possible consequences include:
- Monetary damages to the disclosing party for the damages they have suffered due to the breach;
- Liquidation damages, which is a predetermined amount to be paid when the actual damages are hard to determine;
- Reputational damages, if your business partners or potential employers learn that you have violated such an agreement;
- Legal fees of the other party, if any;
- Criminal penalties, in certain circumstances.
With a non-disclosure agreement, you can protect any type of information that is in your interest to remain confidential. Non-disclosure agreements most often protect intellectual property, strategic information, financial data, and other information that bring a competitive advantage to a business. In addition, that information must be confidential. You cannot protect information already widely known or that the receiving party got from outside the business relationship.
Contract laws do not discriminate unless you protect publicly available information or want to prevent the disclosure of illegal or immoral activities.