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An Author-Publisher Non-Disclosure Agreement is a mutual confidentiality contract that an author and a publisher — or literary agent — sign before exchanging sensitive information during the pitch, manuscript review, or contract negotiation phase of a publishing relationship. Because both parties disclose protected material — the author sharing an unpublished manuscript, synopsis, or book proposal, and the publisher sharing acquisition budgets, editorial strategy, or internal review criteria — a mutual structure binds both sides equally rather than imposing obligations on only one. Unlike a standard business NDA, this template uses publishing-specific definitions and explicitly accounts for the interaction between contractual confidentiality and underlying copyright protections, moral rights, and the special irreparable-harm considerations that arise when unpublished creative work is at stake.
Without a signed NDA in place before submissions begin, an author has no contractual basis to prevent a publisher from discussing the manuscript with third parties, using its general concept to commission a competing work, or disclosing that the submission exists at all — copyright protects the specific text but not the idea, premise, or commercial approach embedded in it. On the publisher's side, sharing acquisition budgets or advance ranges without an NDA leaves proprietary competitive intelligence unprotected if negotiations collapse and the author takes those figures to a rival. The consequences of proceeding without one are concrete: a disclosed manuscript loses its status as unpublished — affecting literary prize eligibility and serialization rights — and a leaked acquisition strategy can trigger bidding-war dynamics the publisher was not prepared to manage. This template closes both gaps in a single document, establishes a clear record of what was shared and when, and preserves each party's right to seek emergency injunctive relief if a breach is imminent — protection that monetary damages alone cannot replicate once an unauthorized publication is underway.
| If your situation is… | Use this template |
|---|---|
| Sharing a manuscript exclusively with a single major publisher | Author-Publisher Non-Disclosure Agreement (Mutual) |
| Simultaneous submission to multiple literary agencies | One-Way NDA (Author to Recipient) |
| Hiring a ghostwriter who will access sensitive client information | Ghostwriting Confidentiality Agreement |
| Negotiating a full publishing deal after an NDA is already in place | Book Publishing Agreement |
| Protecting co-authored work during a publisher search | Co-Author Agreement with Confidentiality Clause |
| General business NDA for a company that also happens to publish | Mutual Non-Disclosure Agreement |
| Literary agent formally representing an author to publishers | Literary Agent Representation Agreement |
Why it matters: A pen name is not a legal entity. If the author needs to enforce the NDA in court, they must prove they are the party named in the agreement — a pen name creates an identification gap that the other side can exploit.
Fix: Always use the author's full legal name in the party block and add a 'professionally known as [PEN NAME]' parenthetical to connect the protected work to the enforceable identity.
Why it matters: Information disclosed before the NDA is signed is not covered by its terms. A publisher who has already read a synopsis has no confidentiality obligation with respect to what they read before signing.
Fix: Execute the NDA before any materials are shared, including informal 'teaser' emails or verbal pitches at conferences where follow-up materials are promised.
Why it matters: Courts in the US, UK, and EU are reluctant to enforce perpetual commercial confidentiality obligations and may void the clause or import a reasonableness standard that neither party controls.
Fix: Set a specific term — two to three years is commercially standard for publishing negotiations — and include a survival clause for the narrowest provisions, such as injunctive relief and material return.
Why it matters: Without an express acknowledgment that breach causes irreparable harm, a party seeking an emergency court order to stop unauthorized publication must separately prove irreparable harm — a high bar that takes time the situation does not allow.
Fix: Include the standard irreparable-harm acknowledgment and waiver-of-bond language so either party can move directly to emergency injunctive relief if a breach is imminent.
Why it matters: A return-of-materials clause that only mentions printed copies leaves manuscript files in email inboxes, shared drives, and editorial software platforms — accessible indefinitely after the NDA expires.
Fix: Expand the return-or-destruction clause to cover all media, including email attachments, cloud storage, and any editorial platform where the manuscript was uploaded, and require a written certification of deletion.
Why it matters: A publisher whose editorial intern forwards a manuscript to an external reader is not automatically liable for that breach unless the NDA explicitly assigns responsibility for authorized third-party disclosures.
Fix: Add a sentence confirming that each party is liable for any breach by its employees, agents, contractors, or professional advisors to whom it disclosed confidential information under the permitted-disclosures clause.
In plain language: Identifies the author and publisher (or agent) as legal parties, states the purpose of the agreement, and confirms that both parties intend to share confidential information in both directions.
This Mutual Non-Disclosure Agreement ('Agreement') is entered into as of [DATE] between [AUTHOR FULL NAME], residing at [ADDRESS] ('Author'), and [PUBLISHER / AGENT LEGAL NAME], a [STATE / COUNTRY] [ENTITY TYPE] ('Publisher'). The parties intend to explore a potential publishing relationship (the 'Permitted Purpose') and may exchange Confidential Information in connection with that evaluation.
Common mistake: Using the author's pen name instead of their legal name. A pen name has no legal standing, making the agreement difficult to enforce if the author's identity must be established in court.
In plain language: Sets out exactly what each party's confidential information consists of — for the author this means the manuscript, synopsis, characters, and plot; for the publisher it means acquisition budgets, editorial strategy, advance ranges, and internal evaluation criteria.
Author's Confidential Information includes, without limitation, the manuscript titled '[WORKING TITLE]', all synopses, outlines, character descriptions, plot structures, and related unpublished materials. Publisher's Confidential Information includes, without limitation, acquisition budgets, editorial calendars, advance payment ranges, internal review notes, and competitive acquisition strategies.
Common mistake: Defining confidential information as 'all information shared between the parties' without specifying categories. Overly broad definitions are frequently narrowed or voided by courts, leaving neither party with reliable protection.
In plain language: Restricts each party to using the other's confidential information solely for evaluating the potential publishing relationship, and prohibits disclosure to any third party without prior written consent.
Each Receiving Party agrees to (a) use the Disclosing Party's Confidential Information solely for the Permitted Purpose; (b) not disclose any Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) apply at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
Common mistake: Omitting a standard-of-care requirement. Without it, a publisher who applies minimal internal security to a manuscript has no explicit contractual obligation to do better.
In plain language: Lists the categories of information that are not protected — typically information already public, information the receiving party already knew before disclosure, information independently developed, or information received lawfully from a third party.
Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure, as evidenced by written records predating this Agreement; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is disclosed to the Receiving Party by a third party without breach of any obligation of confidence.
Common mistake: Failing to include a 'prior knowledge' exclusion. Without it, a publisher who already had a similar concept in development could theoretically be restricted from pursuing it — creating an unintended veto right for the author.
In plain language: Allows each party to share confidential information with their own employees, legal counsel, and agents who need it to evaluate the relationship — but requires those individuals to be bound by equivalent confidentiality obligations.
A Receiving Party may disclose Confidential Information to its directors, employees, attorneys, and literary agents who (a) have a need to know for the Permitted Purpose, and (b) are bound by written confidentiality obligations no less restrictive than those in this Agreement. The Receiving Party remains responsible for any breach by such individuals.
Common mistake: Not specifying that the receiving party remains liable for its agents' breaches. If a publisher's editorial assistant leaks a manuscript and the publisher disclaims responsibility, the author has no recourse against the publisher directly.
In plain language: Specifies how long the NDA remains in force — typically two to three years from the date of signing, or one year after the parties conclude their discussions — and what triggers early termination.
This Agreement shall remain in effect for [TWO (2)] years from the date of execution, unless earlier terminated by either party upon [30] days' written notice. Termination does not relieve either party of obligations with respect to Confidential Information disclosed prior to the termination date.
Common mistake: Setting no term at all and allowing the NDA to run 'in perpetuity.' Courts in several jurisdictions are reluctant to enforce perpetual confidentiality obligations on commercial parties and may strike the clause entirely.
In plain language: Requires each party to return or certifiably destroy the other's confidential information — including all copies, notes, and digital files — when the agreement ends or on written request.
Upon termination of this Agreement or at any time upon written request, the Receiving Party shall promptly return or destroy (and certify in writing the destruction of) all Confidential Information and all copies, summaries, or extracts thereof in any medium, retaining no copies unless required by applicable law.
Common mistake: Limiting the return obligation to physical documents and overlooking digital copies, email threads, and cloud storage. Manuscripts shared by email are far more likely to persist digitally than in print.
In plain language: Acknowledges that a breach would cause irreparable harm that money alone cannot fix, and preserves each party's right to seek an injunction from a court without having to first prove monetary damages.
The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Each party therefore agrees that the non-breaching party shall be entitled to seek injunctive or other equitable relief, without bond, in addition to all other remedies available at law or in equity.
Common mistake: Omitting this clause and relying on a standard damages remedy. Courts routinely require a specific acknowledgment of irreparable harm before granting an emergency injunction — without it, time-sensitive relief to stop publication may be denied.
In plain language: Names the jurisdiction whose law governs the agreement and the mechanism for resolving disputes — litigation in a specified court, or arbitration before a named body.
This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-laws principles. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS / WIPO] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.
Common mistake: Choosing a governing law with no connection to either party's location. A US author and a UK publisher who select New York law for convenience may find enforcement of the NDA in English courts far more complex than if they had chosen a neutral arbitration seat.
In plain language: Confirms that this document is the complete agreement between the parties on confidentiality, supersedes all prior discussions, and can only be changed by a signed written amendment.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, and understandings. No amendment shall be effective unless made in writing and signed by both parties.
Common mistake: Relying on an email exchange as a valid amendment to the NDA. Without a signed written amendment, informal changes to the scope of confidential information or the permitted purpose are generally unenforceable.
Use the author's full legal name — not a pen name — and the publisher's or agent's full registered entity name. Include each party's mailing address and, for corporate entities, the state or country of incorporation.
💡 If the author writes under a pen name, add a parenthetical: '[LEGAL NAME], professionally known as [PEN NAME]' — this ties the protected work to the legally enforceable party.
Fill in the author's confidential information section with the manuscript's working title, genre, approximate word count, and any related materials (series bible, character sheets, sample chapters). Fill in the publisher's section with the categories of acquisition information they will share.
💡 Avoid the temptation to write 'all information exchanged.' Courts enforce specific definitions more reliably than blanket ones.
State precisely why the parties are sharing information — 'evaluating a potential publishing agreement for the Work described in Schedule A' is better than 'business discussions.' A narrow, specific purpose limits what the receiving party can legitimately do with the disclosed material.
💡 If the relationship could expand — for example, from a single book to a series — draft the permitted purpose broadly enough to cover a multi-book deal.
Choose a fixed term of two to three years from the date of signing. If the parties execute a publishing contract before the NDA expires, decide whether the NDA's obligations survive or are superseded by confidentiality clauses in the publishing agreement.
💡 Add a survival clause for the return-of-materials and injunctive-relief provisions — these should outlast the NDA's general term regardless of how the relationship ends.
Choose the jurisdiction that has a meaningful connection to both parties — typically where the publisher is incorporated or where the author resides. For international author-publisher pairs, WIPO Arbitration Centre in Geneva is a commonly accepted neutral seat.
💡 If the publisher is in the UK and the author is in the US, specifying New York law is not automatically favorable — English courts may apply their own rules regardless.
List every document or file to be exchanged — manuscript draft version, synopsis PDF, book proposal — by name, version, and format. This schedule becomes the definitive record of what was shared and when.
💡 Date each entry in Schedule A to establish the disclosure timeline, which matters if a dispute arises about what was known before versus after signing.
Both parties must sign and date the agreement before any manuscript page, editorial note, or acquisition document changes hands. Retroactive NDAs covering already-disclosed materials are difficult to enforce because the cat is already out of the bag.
💡 Use a timestamped e-signature service so the execution date is independently verifiable — this is particularly important if a publication dispute surfaces months later.
Most established trade publishers operate under internal confidentiality policies and do not sign NDAs for unsolicited submissions through standard query channels. However, an NDA is appropriate — and commonly used — when you are in direct negotiation with a publisher or agent, when you are sharing an entire manuscript (not just a query letter), when the work contains proprietary business methods or unpublished research, or when you are pitching through an intermediary such as a book fair co-agent. Using this template signals professionalism and establishes a clear legal record of what was shared and when.
A one-way NDA obligates only the receiving party — typically the publisher — to keep the author's manuscript confidential. A mutual NDA creates obligations on both sides, which is appropriate when the publisher also shares sensitive acquisition information such as advance budgets or editorial strategy. If the author is purely disclosing and the publisher is sharing nothing confidential in return, a one-way NDA is sufficient. In most structured negotiations, a mutual NDA is the safer and more professionally balanced choice.
Two to three years from the date of signing is the commercially standard term for a publishing NDA. This window covers the typical arc from initial pitch through contract execution or rejection. Perpetual NDAs — those with no end date — are difficult to enforce in most jurisdictions and are generally unnecessary for publishing negotiations. If the parties sign a full publishing contract, that agreement's confidentiality clause typically supersedes the NDA for ongoing obligations.
Copyright protects the specific expression of your ideas — the actual text of your manuscript — from the moment it is written, with or without an NDA. Copyright does not protect an idea, theme, or general plot concept, however. Without an NDA, a publisher who reads your proposal and independently commissions a similar book from another author may not have breached any legal obligation unless they copied your specific expression. An NDA supplements copyright by contractually restricting how the receiving party can use any information you share, including the general concept.
If a publisher breaches the NDA by disclosing your manuscript or using its contents beyond the permitted purpose, you may seek injunctive relief to stop publication, claim damages for the breach, and — if the NDA includes an attorney's fees clause — recover litigation costs. The injunctive relief clause in this template is specifically designed to allow emergency court action without first having to quantify monetary damages, which is critical when time is short. Consult a publishing lawyer promptly if you suspect a breach, as delays reduce the effectiveness of injunctive remedies.
For standard manuscript submissions to established publishers or agents, a carefully completed template is generally sufficient. Consider engaging a publishing lawyer when the manuscript contains proprietary business, scientific, or medical information with commercial value beyond the book itself; when the negotiation involves a significant advance or multi-book deal; when either party is based in a different country with complex cross-border enforcement considerations; or when the publisher's legal team proposes material changes to the template. A one-hour publishing lawyer review typically costs $200–$500 and can prevent far more expensive disputes.
A general mutual NDA covers any two-party exchange of confidential business information and uses generic definitions suited to commercial transactions. The author-publisher NDA uses publishing-specific definitions — unpublished manuscripts, acquisition budgets, editorial calendars — and includes provisions tailored to copyright-sensitive creative work. Use the general mutual NDA for standard business relationships; use this template when creative intellectual property is the core subject of disclosure.
A one-way NDA obligates only the publisher to maintain confidentiality, which is appropriate when the author is disclosing a manuscript and receiving nothing confidential in return. The mutual author-publisher NDA obligates both parties, which is necessary when the publisher also discloses acquisition strategy, advance ranges, or internal editorial information. Choose a one-way NDA for simple query submissions; choose the mutual version for structured negotiations where both sides share sensitive material.
A publishing agreement is the substantive contract governing the rights, royalties, delivery schedule, and editorial obligations for a book that has already been accepted. The NDA is the pre-contractual confidentiality instrument signed before any such deal is reached. The NDA should be executed first; once a publishing agreement is signed, its own confidentiality clauses typically govern ongoing disclosure obligations and may supersede the NDA.
A literary agent representation agreement authorizes the agent to submit, negotiate, and execute deals on the author's behalf and contains its own confidentiality provisions for the author-agent relationship. The author-publisher NDA governs confidentiality between the author (or their agent) and a prospective publisher — a different relationship and a separate document. Both may be needed simultaneously: the representation agreement to authorize the agent, and the NDA to protect disclosures to publishers.
Protects literary fiction, narrative nonfiction, and memoir manuscripts during acquisitions meetings and editorial board review, where multiple internal readers access the same submission.
Covers peer-review processes where unpublished research data or proprietary methodologies embedded in a manuscript must not be disclosed before the author's independent publication.
Shields proprietary frameworks, business models, and case study data that have independent commercial value beyond the book and could be exploited if shared before publication.
Protects character concepts, curriculum frameworks, and branded educational content that may be developed into licensed product lines alongside the book itself.
Copyright in the US attaches automatically upon creation of the work, but an NDA provides contractual protections that copyright alone does not — including restrictions on disclosing the existence of the work or its general concept. Non-disclosure agreements are generally enforceable under state contract law; California courts apply a reasonableness standard and may void overly broad definitions. The Defend Trade Secrets Act (18 U.S.C. § 1836) can supplement NDA remedies where the manuscript contains trade secret elements such as proprietary business methods or formulas.
Canadian courts enforce NDAs under provincial contract law, with courts in Ontario and British Columbia most commonly handling publishing disputes. Moral rights under the Copyright Act (Canada) give authors the right to attribution and integrity of their work independently of any NDA — these rights cannot be contracted away, only waived in writing. Quebec-based publishers may require a French-language version of the NDA under the Charter of the French Language if the publisher is a provincially regulated entity.
NDAs in the UK are governed by English contract law and are generally enforceable where the definition of confidential information is sufficiently specific and the term is reasonable. Moral rights under the Copyright, Designs and Patents Act 1988 apply to literary works and cannot be assigned — only waived — so the NDA should not inadvertently purport to override them. Post-Brexit, UK courts no longer apply EU data protection law, but if the NDA involves any personal data exchange, UK GDPR obligations under the UK Data Protection Act 2018 apply to both parties.
EU member states recognize strong author moral rights that persist independently of any contractual agreement — the NDA cannot limit them. The EU Trade Secrets Directive (2016/943) harmonizes protection for confidential business information across member states and can supplement NDA enforcement where the publisher's acquisition strategy qualifies as a trade secret. GDPR applies whenever the NDA exchange involves personal data about identified individuals; both parties should confirm that any personal data shared in connection with the manuscript submission is processed on an appropriate legal basis.
| Path | Best for | Cost | Time |
|---|---|---|---|
| Use the template | Authors sharing manuscripts with independent publishers, small presses, or literary agents for standard submission review | Free | 15–30 minutes |
| Template + legal review | Authors negotiating significant advances, multi-book deals, or sharing manuscripts containing proprietary research or business methods | $200–$500 (1-hour publishing lawyer review) | 1–3 business days |
| Custom drafted | High-value intellectual property, cross-border author-publisher arrangements, or situations where a publisher's legal team is proposing substantial modifications | $1,000–$3,000+ | 1–2 weeks |
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