Non-Disclosure Agreement Template

Overview

A Non-Disclosure Agreement (NDA) is a legally binding contract between a provider and recipient of confidential material, knowledge or information (e.g. buyer-seller in potential mergers). It is an undertaking not to disclose such confidential information covered under the agreement.

An NDA is common in many corporate settings where sensitive information must necessarily be disclosed in the course of business, but at the same time, confidentiality of such disclosed information is essential.

Disclosing information regarded as confidential under an NDA constitutes a breach of contract for which the injured party can claim damages. It is therefore important to ensure that the NDA comprehensively covers all the confidential information that both parties to the agreement will be dealing with.

Types of Non-Disclosure Agreements (NDAs)

There are two types of NDAs:

Mutual; and
Unilateral

(Both templates are available for purchase below).

Mutual NDA

A mutual NDA is an agreement in which both parties agree not to share the other’s information. A mutual NDA is entered into when there is an exchange, rather than a one-way disclosure, of confidential information between the parties. For example, two businesses entering into a joint venture may each require the other party to keep its company’s sensitive information strictly confidential.

Unilateral NDA

A unilateral NDA is an agreement in which one party agrees not to disclose certain information of another. This is the more common form of NDA of the two. For example, a business owner solicits a marketing agency for work on a project, in which it has to disclose marketing secrets to the agency. In this case, the business owner can choose to sign a unilateral NDA with the marketing agency to keep its secrets under wraps.

What is Included in the NDA Templates?

Instructions on how you can use the template
Use of confidential information for permitted purposes
Protection and preservation of confidential information
Confidential rights, obligations and duties of both parties
Liability in case of breach of agreement

The following excerpt is taken from our mutual NDA template:

A. The Parties intends to disclose confidential information (“Confidential Information”) to the other party for the purpose of [Details of venture etc.] (“the Permitted Purpose”); and

B. The Parties wish to define herein the obligations of the Recipient with respect to the usage of Confidential Information which may be disclosed by the Company to the Recipient in connection with the Permitted Purpose.

The following excerpt is taken from our unilateral NDA template:

8. The Recipient acknowledges that its obligation relating to its duty of confidentiality owed to the Company shall survive, notwithstanding the termination of this Agreement, for a period of [term of confidentiality] years from the date of this Agreement. The term of this Agreement is [term of agreement] years.