Non-Disclosure Agreement Template
Mutual or one-way NDA. LawDepot lets you build it then asks for a subscription to download.
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This Agreement is made on October 14, 2026 between [first party] of [address], and [second party] of [address].
1. Purpose
The parties wish to exchange information in connection with [purpose] (the Purpose). Each party may disclose confidential information to the other, and each acts as both Discloser and Recipient under this Agreement.
2. What is confidential
Confidential Information means any information disclosed for the Purpose that is marked confidential, or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. It includes technical, commercial, financial, customer and personnel information, in any form.
3. What is not confidential
This Agreement does not apply to information that is already public other than through a breach of this Agreement; was already lawfully known to the Recipient without a duty of confidence; is independently developed without use of the Confidential Information; or is lawfully received from a third party free to disclose it.
4. Obligations
The Recipient will use the Confidential Information only for the Purpose, keep it confidential using at least the care it applies to its own confidential information, and disclose it only to those of its people and advisers who need it for the Purpose and who are bound by equivalent obligations. The Recipient is responsible for their compliance.
5. Required disclosure
If the Recipient is required by law, regulation or a court to disclose Confidential Information, it may do so, but will where lawfully able give the Discloser prior notice and reasonable help to limit or resist that disclosure.
6. Return and destruction
On written request the Recipient will return or destroy the Confidential Information and copies of it, except one copy retained for legal or compliance record-keeping and material held in routine backups, which remains subject to this Agreement.
7. No licence, no obligation to proceed
Nothing here transfers any intellectual property or grants any licence, and nothing obliges either party to enter into any further agreement or transaction.
8. Duration
The obligations in this Agreement continue for [number] years from the date of disclosure of the information concerned.
9. Governing law
This Agreement is governed by the law of [jurisdiction], and the courts of that jurisdiction have exclusive jurisdiction over any dispute arising from it.
What is a Non-Disclosure Agreement?
A non-disclosure agreement puts a boundary around information one side shows the other: what counts as confidential, what the recipient may do with it, and for how long. It matters because once information is out, no court can put it back. The value of an NDA is that it makes the obligation explicit before the conversation starts, and gives you something to point at if the material later turns up somewhere it should not.
NDAs get signed before almost any commercial conversation with real content: an acquisition discussion, a supplier pitch involving customer data, a product demo to a prospect, an investor meeting, a joint development project. One-way agreements suit a situation where only one side discloses, such as an employer opening systems to a contractor. Mutual agreements suit any negotiation where both sides will end up seeing things. Agencies and consultants often keep a standing mutual NDA with each regular client rather than signing one per project.
Enforceability follows the governing law you choose and the courts that would hear a dispute, so name both. Duration expectations differ: perpetual obligations are common for trade secrets, but courts in some jurisdictions look sceptically at indefinite restrictions on ordinary business information. Trade secret protection has its own statutory framework in the US and the EU, with conditions about taking reasonable steps to keep information secret. Whistleblower and public interest protections override confidentiality clauses in several countries, and wording that appears to gag a lawful disclosure can be void.
An NDA does not stop disclosure; it gives you a claim after one. It also does not create ownership: showing someone an idea under an NDA does not make them assign anything back, and if you need rights in what emerges from the discussion you need intellectual property terms as well. It is not a non-compete, and it does not stop the recipient working on similar things independently. Information already public, already known to the recipient, or independently developed falls outside it, which is why the standard exclusions exist.
What to put in a Non-Disclosure Agreement
These are the details this template asks for. Anything left blank is marked in red on the preview so you can see what is still missing.
| Field | What goes in it |
|---|---|
| Direction | Free text |
| First party | For example: Barton Supply Co. |
| First party address | For example: Unit 7, Barton Road, Columbus, OH 43212 |
| Second party | For example: Halliwell Interiors Inc. |
| Second party address | For example: 44 High Street, Columbus, OH 43215 |
| Purpose of disclosure | For example: evaluating a possible supply arrangement between the parties |
| Confidentiality lasts (years) | For example: 3 |
| Governing law | For example: England and Wales |
How to write a Non-Disclosure Agreement
Decide one-way or mutual first
Work out who is actually disclosing. If both sides will share, a mutual agreement avoids two crossing documents and stops one party carrying obligations the other does not. If only one side discloses, a one-way agreement is cleaner and quicker for the recipient to sign. Do not sign a one-way agreement as the recipient if you expect to disclose your own material in the same meeting.
Define confidential information with examples
Use a general definition plus a list: financial models, customer lists, source code, pricing, product roadmaps, unpublished designs. Say whether material must be marked confidential to qualify, and if it must, add a mechanism for oral disclosures — confirmed in writing within a stated number of days. Marking requirements are applied strictly in practice, and unmarked material can fall outside the agreement entirely.
Include the standard exclusions
Carve out information that is public through no fault of the recipient, already lawfully in their possession, received from a third party without restriction, or independently developed without reference to what was disclosed. Add a required disclosure clause for court orders and regulators, with notice to the discloser where the law permits it. Without these, a recipient is being asked to sign something no adviser will approve.
State the permitted purpose and recipients
Name the purpose narrowly — evaluating a possible supply arrangement, for instance — because use for anything else then becomes a breach without further argument. List who may receive the material: employees with a need to know, professional advisers, named affiliates, with the recipient staying responsible for their compliance. Require the same standard of care they apply to their own confidential material, and at minimum a reasonable one.
Set duration, return and remedies
Give the agreement a term and the confidentiality obligation a separate survival period, since the two are not the same thing. Say what happens at the end: return or destroy materials on request, with a carve-out for archival copies held under IT policy or legal obligation. Add that damages may not be an adequate remedy so injunctive relief can be sought, then name the governing law and the courts.
Common mistakes
- Defining confidential information as everything the discloser says, which a court may treat as too broad to enforce and which makes any compliance process impossible to run.
- Requiring written marking and then handing over unmarked slides in a meeting, leaving the most sensitive material outside the agreement altogether.
- Signing a one-way NDA as the recipient and then disclosing your own roadmap in the same call, with no obligation binding the other side.
- Leaving the permitted purpose vague, so a recipient who used your pricing to sharpen a competing bid can argue it was within scope.
- Setting a survival period of two or three years for genuine trade secrets, which quietly puts an expiry date on protection you needed to run indefinitely.
Frequently asked questions
How long does an NDA last?
Two clocks matter: how long the agreement stays open for new disclosures, and how long the duty of confidence runs for what was already disclosed. Ordinary commercial information is often protected for a set number of years, while trade secrets are commonly protected for as long as they stay secret. Some courts resist indefinite restrictions on general business information, so match the period to the material.
Is an NDA legally binding?
A signed NDA is a contract and is generally enforceable, but a court will look at whether the definition is reasonable, whether the restriction protects a legitimate interest, and whether any clause conflicts with protected disclosures such as whistleblowing or reporting a crime. Enforcement also needs evidence that specific information was disclosed and misused, which is why records of what was shared matter.
Can I write my own NDA?
You can, and for routine commercial conversations many businesses do. The parts needing care are the definition of confidential information, the exclusions, the permitted purpose, the survival period and the governing law. For a transaction with real value at stake, or where the material is a genuine trade secret, have a lawyer review the draft before you rely on it.
What is the difference between an NDA and a confidentiality agreement?
Nothing substantive. The two names describe the same instrument, and some organisations use confidentiality agreement for a standalone document and non-disclosure agreement for one attached to a wider deal. What matters is the content: definition, exclusions, purpose, permitted recipients, duration and remedies. Do not assume a document titled one way covers more than a document titled the other.
Does an NDA stop someone hiring my employees?
Not by itself. A confidentiality obligation covers information, not people. If you want protection against staff being approached you need a separate non-solicitation clause, and its enforceability varies by jurisdiction and is often read narrowly. Adding one to an NDA is common in transaction contexts, but take advice on the drafting in the relevant country before relying on it.
This page explains general practice and is not legal advice. Requirements differ between countries and, in some cases, between states — check what applies where the document will be used.