Non-Disclosure Agreement (NDA) Template
A comprehensive NDA template that protects confidential business information shared between parties. Covers definition of confidential information, obligations of receiving parties, exclusions, remedies for breach, and clear term definitions with proper legal structure.
NDA Document Preview
1. Parties
This Non-Disclosure Agreement ("Agreement") is entered into as of [Date] by and between:
Disclosing Party: [Company Name], a [State] [corporation/LLC], with principal offices at [Address]
Receiving Party: [Company/Individual Name], a [State] [corporation/LLC/individual], with principal offices at [Address]
Collectively referred to as the "Parties."
2. Definition of Confidential Information
"Confidential Information" means any and all non-public information disclosed by either Party, including but not limited to:
- • Trade secrets, proprietary data, and intellectual property
- • Business plans, strategies, and financial information
- • Customer lists, vendor relationships, and pricing data
- • Technical specifications, source code, and algorithms
- • Marketing strategies, product roadmaps, and sales data
3. Obligations of Receiving Party
The Receiving Party agrees to:
- • Hold all Confidential Information in strict confidence
- • Not disclose Confidential Information to any third party without prior written consent
- • Use Confidential Information solely for the purpose of [stated business purpose]
- • Limit access to employees and agents with a need-to-know basis
- • Take reasonable measures to protect confidentiality, no less than those used for own information
4. Term
This Agreement shall remain in effect for a period of [2/3/5] years from the Effective Date. The obligations regarding Confidential Information that constitutes trade secrets shall survive indefinitely or until such information no longer qualifies as a trade secret under applicable law.
5. Exclusions
Confidential Information does not include information that:
- • Is or becomes publicly available through no fault of the Receiving Party
- • Was rightfully in the Receiving Party's possession before disclosure
- • Is independently developed without reference to the Confidential Information
- • Is disclosed pursuant to a court order or legal requirement (with prior notice)
6. Remedies
The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. The Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity. Jurisdiction: [State/Country].
7. Signatures
Disclosing Party
Signature: _______________
Name: _______________
Title: _______________
Date: _______________
Receiving Party
Signature: _______________
Name: _______________
Title: _______________
Date: _______________
How to Use This Template
Choose NDA Type
Decide if you need a mutual (both parties share) or one-way (one party shares) NDA and adjust the language accordingly.
Specify Information Types
Customize the definition section with the specific types of confidential information relevant to your engagement.
Set the Term
Choose an appropriate duration (1-5 years). Consider the nature of information — trade secrets warrant longer terms.
Get Legal Review
For high-value engagements, have a legal professional review before sending. This template is a starting point, not legal advice.
Related Templates
Template FAQ
What is a Non-Disclosure Agreement (NDA)?
An NDA is a legally binding contract that establishes a confidential relationship between parties. It protects sensitive business information from being shared with third parties, covering trade secrets, client data, business strategies, and proprietary processes.
When should I use an NDA?
Use an NDA before sharing any confidential information with potential clients, contractors, partners, or investors. Common scenarios include pre-sales discussions, hiring contractors, partnership negotiations, and investor pitches where proprietary information is disclosed.
What is the difference between mutual and one-way NDAs?
A one-way NDA protects information shared by one party only. A mutual (bilateral) NDA protects both parties when confidential information flows in both directions. This template can be adapted for either type — mutual NDAs are recommended for most business partnerships.
How long should an NDA last?
Most NDAs have a term of 1-5 years, with 2-3 years being the most common for business relationships. However, the confidentiality obligations for trade secrets should ideally survive indefinitely. This template includes a configurable term with survival clause.
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