[{"data":1,"prerenderedAt":516},["ShallowReactive",2],{"document-author-publisher-non-disclosure-agreement-D947":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":515},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"AUTHOR/PUBLISHER NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (\"Agreement\") is made and effective the [Date] BETWEEN: [AUTHOR NAME] (the \"Author\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Publisher\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS the Author has developed a proprietary system which the Publisher desires to have demonstrated by the Author; NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: Demonstration In order to explore the possibility of a future collaboration between the Author and the Publisher regarding the system, the Author shall demonstrate the system to the Publisher on the Publisher's computer equipment located at the Publisher's main office. A demonstration of the system will take place for one day only and will require the loading of the system into the Publisher's computer. The Publisher acknowledges that the system is being demonstrated to the Publisher and being loaded into the Publisher's computer equipment solely for demonstration purposes. The Publisher acknowledges that the system is a proprietary product of the Author. Proprietary Rights All applicable rights to patents, copyrights, trademarks and trade secrets of the system are retained exclusively by the Author, and the Publisher shall acquire no rights or interests in the system by virtue of the demonstration of the system. The Publisher acknowledges that the confidentiality of the system, including the algorithms, is essential to the business of the Author",null,"Author-Publisher Non-Disclosure Agreement","2",35,"doc","https://templates.business-in-a-box.com/imgs/1000px/author-publisher-non-disclosure-agreement-D947.png","https://templates.business-in-a-box.com/imgs/250px/947.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#947.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Confidentiality Agreements","/templates/confidentiality-agreement/","author publisher non disclosure agreement","Author-Publisher Non-Disclosure Agreement Template","https://templates.business-in-a-box.com/imgs/400px/947.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Confidentiality & NDA","/templates/confidentiality-and-nda/",[36,40,44,48,52,56,60,64,68,72,76,80,84,99,113,129,146,162],{"label":37,"url":38,"thumb":39,"extension":10},"Contractor Non-Disclosure Agreement (NDA)","/template/contractor-non-disclosure-agreement-nda-D13825","https://templates.business-in-a-box.com/imgs/250px/13825.png",{"label":41,"url":42,"thumb":43,"extension":10},"Mutual Non-Disclosure Agreement","/template/mutual-non-disclosure-agreement-D955","https://templates.business-in-a-box.com/imgs/250px/955.png",{"label":45,"url":46,"thumb":47,"extension":10},"Visitors Non-Disclosure Agreement","/template/visitors-non-disclosure-agreement-D957","https://templates.business-in-a-box.com/imgs/250px/957.png",{"label":49,"url":50,"thumb":51,"extension":10},"Non Disclosure Agreement Nda","/template/non-disclosure-agreement-nda-D12692","https://templates.business-in-a-box.com/imgs/250px/12692.png",{"label":53,"url":54,"thumb":55,"extension":10},"Non-Disclosure and Non-Compete Agreement","/template/non-disclosure-and-non-compete-agreement-D552","https://templates.business-in-a-box.com/imgs/250px/552.png",{"label":57,"url":58,"thumb":59,"extension":10},"Non-Disclosure Agreement Between Two Companies","/template/non-disclosure-agreement-between-two-companies-D956","https://templates.business-in-a-box.com/imgs/250px/956.png",{"label":61,"url":62,"thumb":63,"extension":10},"Employee Non Disclosure Agreement","/template/employee-non-disclosure-agreement-D538","https://templates.business-in-a-box.com/imgs/250px/538.png",{"label":65,"url":66,"thumb":67,"extension":10},"Consultant Non-Disclosure Agreement","/template/consultant-non-disclosure-agreement-D153","https://templates.business-in-a-box.com/imgs/250px/153.png",{"label":69,"url":70,"thumb":71,"extension":10},"Non-Disclosure Agreement Beta Tester","/template/non-disclosure-agreement-beta-tester-D798","https://templates.business-in-a-box.com/imgs/250px/798.png",{"label":73,"url":74,"thumb":75,"extension":10},"Non-Disclosure Agreement Prospective Licensee","/template/non-disclosure-agreement-prospective-licensee-D799","https://templates.business-in-a-box.com/imgs/250px/799.png",{"label":77,"url":78,"thumb":79,"extension":10},"Website Design Non-Disclosure Agreement","/template/website-design-non-disclosure-agreement-D823","https://templates.business-in-a-box.com/imgs/250px/823.png",{"label":81,"url":82,"thumb":83,"extension":10},"Interview Confidential Disclosure Agreement","/template/interview-confidential-disclosure-agreement-D582","https://templates.business-in-a-box.com/imgs/250px/582.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":97,"url":98},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[94],{"label":95,"url":96},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":100,"descriptionCustom":6,"label":101,"pages":87,"size":102,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":107,"url":112},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement",513,"https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":107,"description":6},"service agreement",[109,111],{"label":17,"url":110},"business-legal-agreements",{"label":17,"url":110},"/template/service-agreement-D12711",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":117,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":122,"keywords":127,"url":128},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[123,124],{"label":17,"url":110},{"label":125,"url":126},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":133,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":140,"keywords":144,"url":145},"CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECIPIENT NAME] (the \"Recipient\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible transaction or relationship between Recipient and Owner. WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Owner and its activities. THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Owner to Recipient of certain information. Confidential Information Owner proposes to disclose certain of its confidential and proprietary information (the Confidential Information\") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information. For purposes of this Agreement, the term \"Recipient\" shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term \"Representative\" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors. Exclusions Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential Information. Recipient's Obligations Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within [NUMBER] days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within [NUMBER] days thereafter. Term The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law. Confidentiality Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Owner as a result of a breach of this Agreement by Recipient or its Representatives. Permitted Disclosures Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Owner and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. Required Disclosures Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Owner a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Use Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Owner and shall not in any way use the Confidential Information to the detriment of Owner. No License Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information","Confidentiality Agreement","5",56,"https://templates.business-in-a-box.com/imgs/1000px/confidentiality-agreement-D950.png","https://templates.business-in-a-box.com/imgs/250px/950.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#950.xml",{"title":138,"description":139},"Confidentiality Agreement - Template & Sample Form | Business-in-a-Box","Confidentiality Agreement Template Sample � Download Now! Simply fill-in the blanks and print in minutes! Instant Access to 1,800 business and legal forms. Download samples of professional documents in Word (.doc) and Excel (.xls) format.",[141,142],{"label":17,"url":110},{"label":20,"url":143},"confidentiality-agreement","confidentiality agreement","/template/confidentiality-agreement-D950",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":102,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":160,"url":161},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] NOTICE TO CEASE AND DESIST Dear [Contact name], This letter is served upon you due to ______________________________________________ (\"the Activity\"). These claims are further explained in detail and supported by the attached exhibits and affidavits. If you do not cease the aforementioned Activity, a lawsuit will be launched against you. ","Cease and Desist Letter","1","https://templates.business-in-a-box.com/imgs/1000px/cease-and-desist-letter-D12916.png","https://templates.business-in-a-box.com/imgs/250px/12916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12916.xml",{"title":154,"description":6},"cease and desist letter",[156,157],{"label":17,"url":110},{"label":158,"url":159},"Litigation & Settlement","litigation-settlement","cease desist letter","/template/cease-and-desist-letter-D12916",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":102,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":174,"url":175},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":170,"description":6},"letter of intent_acquisition of business",[172,173],{"label":17,"url":110},{"label":17,"url":110},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":178,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":253,"clauses":287,"how_to_fill":338,"common_mistakes":374,"faqs":399,"industries":427,"comparisons":444,"diy_vs_lawyer":458,"jurisdictions":471,"related_template_ids_curated":492,"schema":502,"classification":503},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Author-Publisher Non-Disclosure Agreement Template | BIB","Free author-publisher NDA template for protecting unpublished manuscripts and editorial strategy during pitch and contract negotiations.","author-publisher non-disclosure agreement",[183,184,185,186,187,188,189,190],"author publisher nda template","publishing nda template","manuscript non-disclosure agreement","literary agent nda template","book publishing confidentiality agreement","writer publisher nda word","publishing confidentiality agreement template","author nda free download",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195},"medium",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"An Author-Publisher Non-Disclosure Agreement is a mutual confidentiality contract signed by an author (or their representative) and a publisher or literary agent before either party shares sensitive information during pitch, manuscript review, or contract negotiation. This free Word download covers both parties' disclosures — protecting the author's unpublished work and the publisher's acquisition strategy — in a single document you can edit online and export as PDF for immediate execution.\n","Use it before sharing an unpublished manuscript, book proposal, or plot synopsis with a prospective publisher or agent, and before a publisher shares internal editorial calendars, advance schedules, or acquisition criteria with a prospective author. It applies at every sensitive touchpoint from first pitch meeting through signed publishing contract.\n","Mutual confidentiality obligations, a precise definition of what counts as confidential information for each party, permitted use and disclosure limits, exclusions for publicly available material, term and termination provisions, return or destruction of materials, and governing law with dispute resolution.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"First-time authors","Protecting an unpublished manuscript before sending it to a shortlisted publisher","persona-freelancer",{"title":208,"use_case":209,"icon_asset_id":210},"Literary agents","Shielding client manuscripts and proprietary submission strategies during publisher meetings","persona-agent",{"title":212,"use_case":213,"icon_asset_id":214},"Independent publishers","Guarding acquisition criteria and editorial calendar while evaluating unsolicited proposals","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Ghostwriters","Keeping a client's book concept confidential before a formal ghostwriting contract is in place","persona-contractor",{"title":220,"use_case":221,"icon_asset_id":222},"Academic and nonfiction authors","Protecting proprietary research findings shared with a university press or trade publisher","persona-student-entrepreneur",{"title":224,"use_case":225,"icon_asset_id":226},"Startup founders writing business books","Preventing premature disclosure of proprietary business methods embedded in a manuscript","persona-startup-founder",[228,232,235,239,243,246,249],{"situation":229,"recommended_template":230,"slug":231},"Sharing a manuscript exclusively with a single major publisher","Author-Publisher Non-Disclosure Agreement (Mutual)","author-publisher-non-disclosure-agreement-D947",{"situation":233,"recommended_template":234,"slug":231},"Simultaneous submission to multiple literary agencies","One-Way NDA (Author to Recipient)",{"situation":236,"recommended_template":237,"slug":238},"Hiring a ghostwriter who will access sensitive client information","Ghostwriting Confidentiality Agreement","confidentiality-agreement-D950",{"situation":240,"recommended_template":241,"slug":242},"Negotiating a full publishing deal after an NDA is already in place","Book Publishing Agreement","publishing-agreement-D13454",{"situation":244,"recommended_template":245,"slug":231},"Protecting co-authored work during a publisher search","Co-Author Agreement with Confidentiality Clause",{"situation":247,"recommended_template":41,"slug":248},"General business NDA for a company that also happens to publish","mutual-non-disclosure-agreement-D955",{"situation":250,"recommended_template":251,"slug":252},"Literary agent formally representing an author to publishers","Literary Agent Representation Agreement","advertising-sales-representation-agreement-D5214",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Confidential Information","Any non-public information one party discloses to the other, including manuscripts, synopses, acquisition budgets, and editorial strategies, as defined within the agreement.",{"term":258,"definition":259},"Disclosing Party","The party sharing confidential information — in a mutual NDA, each party acts as a disclosing party for its own category of information.",{"term":261,"definition":262},"Receiving Party","The party who receives and is bound to protect the other side's confidential information.",{"term":264,"definition":265},"Permitted Purpose","The specific activity — typically evaluating a potential publishing relationship — for which the receiving party is authorized to use the disclosed information.",{"term":267,"definition":268},"Exclusions Clause","The portion of the NDA listing categories of information that are not protected, such as information already in the public domain or independently developed by the receiving party.",{"term":270,"definition":271},"Term","The duration of the NDA's confidentiality obligations, typically expressed as a fixed number of years from the date of signing or from the end of discussions.",{"term":273,"definition":274},"Return or Destruction of Materials","A clause requiring the receiving party to return physical copies or certifiably delete digital copies of confidential information when the agreement ends or at the disclosing party's request.",{"term":276,"definition":277},"Injunctive Relief","A court order requiring a party to stop a specific action — relevant here because monetary damages alone are often inadequate to remedy the unauthorized disclosure of an unpublished manuscript.",{"term":279,"definition":280},"Residuals","Information retained in the unaided memory of a receiving party's employees after reviewing disclosed materials — some NDAs explicitly exclude residuals from confidentiality obligations.",{"term":282,"definition":283},"Governing Law","The jurisdiction whose laws apply to the interpretation and enforcement of the NDA, typically the state or country where one or both parties are domiciled.",{"term":285,"definition":286},"Moral Rights","An author's non-economic rights — including the right of attribution and the right to object to distortion of their work — recognized in most jurisdictions outside the United States.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties and recitals","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.","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.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Definition of confidential information","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.","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.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Permitted use and non-disclosure obligations","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.","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.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Exclusions from confidentiality","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.","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.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Permitted disclosures to employees and advisors","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.","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.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Term and termination","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.","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.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Return and destruction of materials","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.","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.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Injunctive relief and remedies","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.","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.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Governing law and dispute resolution","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.","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.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Entire agreement and amendments","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.","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.",[339,344,349,354,359,364,369],{"step":340,"title":341,"description":342,"tip":343},1,"Enter both parties' legal names and addresses","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.",{"step":345,"title":346,"description":347,"tip":348},2,"Define each party's confidential information specifically","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.",{"step":350,"title":351,"description":352,"tip":353},3,"Confirm the permitted purpose","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.",{"step":355,"title":356,"description":357,"tip":358},4,"Set the term and any survival provisions","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.",{"step":360,"title":361,"description":362,"tip":363},5,"Select governing law and arbitration seat","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.",{"step":365,"title":366,"description":367,"tip":368},6,"Attach a Schedule A listing the specific materials","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.",{"step":370,"title":371,"description":372,"tip":373},7,"Execute before sharing any materials","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.",[375,379,383,387,391,395],{"mistake":376,"why_it_matters":377,"fix":378},"Using a pen name instead of a legal name","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.","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.",{"mistake":380,"why_it_matters":381,"fix":382},"Signing the NDA after sharing the manuscript","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.","Execute the NDA before any materials are shared, including informal 'teaser' emails or verbal pitches at conferences where follow-up materials are promised.",{"mistake":384,"why_it_matters":385,"fix":386},"Setting an indefinite term with no end date","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.","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.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting the injunctive relief acknowledgment","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.","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.",{"mistake":392,"why_it_matters":393,"fix":394},"Failing to address digital copies and cloud storage","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.","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.",{"mistake":396,"why_it_matters":397,"fix":398},"Not specifying that the receiving party is liable for its agents' breaches","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.","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.",[400,403,406,409,412,415,418,421,424],{"question":401,"answer":402},"What is an author-publisher non-disclosure agreement?","An author-publisher non-disclosure agreement is a mutual confidentiality contract that both an author and a publisher (or literary agent) sign before exchanging sensitive information during pitch, manuscript review, or contract negotiation. It protects the author's unpublished work from unauthorized disclosure or use, and protects the publisher's acquisition strategy, advance ranges, and editorial criteria from leaking to competitors. Unlike a one-way NDA, the mutual structure creates binding obligations on both sides simultaneously.\n",{"question":404,"answer":405},"Do I need an NDA before sending my manuscript to a publisher?","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.\n",{"question":407,"answer":408},"What is the difference between a mutual NDA and a one-way NDA for publishing?","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.\n",{"question":410,"answer":411},"How long should a publishing NDA last?","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.\n",{"question":413,"answer":414},"Can a publisher use my manuscript idea if I didn't have an NDA?","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.\n",{"question":416,"answer":417},"Does an NDA protect the author's copyright?","An NDA and copyright are separate legal instruments that complement each other. Copyright automatically protects your written work from reproduction or distribution without your permission. The NDA goes further by contractually restricting the publisher from disclosing the existence of your manuscript, sharing it with third parties, or using its contents for any purpose other than evaluating a publishing relationship. Both protections should be in place during the submission and negotiation phase.\n",{"question":419,"answer":420},"What happens if a publisher breaches the NDA and publishes similar content?","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.\n",{"question":422,"answer":423},"Should a literary agent sign the NDA on behalf of the author?","An agent can sign the NDA as the author's authorized representative, provided the agent has written authority from the author to do so — typically granted through a literary representation agreement. In that case, the author should still be named as a party, with the agent signing in their capacity as representative. If the agent signs only in their own name, the author may not have enforceable rights under the agreement. For high-value manuscripts or sensitive nonfiction, the author should consider signing directly alongside the agent.\n",{"question":425,"answer":426},"Do I need a lawyer to use this NDA template?","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.\n",[428,432,436,440],{"industry":429,"icon_asset_id":430,"specifics":431},"Trade Publishing","industry-professional-services","Protects literary fiction, narrative nonfiction, and memoir manuscripts during acquisitions meetings and editorial board review, where multiple internal readers access the same submission.",{"industry":433,"icon_asset_id":434,"specifics":435},"Academic and University Presses","industry-healthtech","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.",{"industry":437,"icon_asset_id":438,"specifics":439},"Business and Self-Help Publishing","industry-saas","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.",{"industry":441,"icon_asset_id":442,"specifics":443},"Children's and Educational Publishing","industry-retail","Protects character concepts, curriculum frameworks, and branded educational content that may be developed into licensed product lines alongside the book itself.",[445,448,452,455],{"vs":41,"vs_template_id":446,"summary":447},"mutual-non-disclosure-agreement-D12748","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.",{"vs":449,"vs_template_id":450,"summary":451},"Non-Disclosure Agreement (One-Way)","non-disclosure-agreement-nda-D12692","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.",{"vs":241,"vs_template_id":453,"summary":454},"D{BOOK_PUBLISHING_AGREEMENT_ID}","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.",{"vs":251,"vs_template_id":456,"summary":457},"D{LITERARY_AGENT_AGREEMENT_ID}","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.",{"use_template":459,"template_plus_review":463,"custom_drafted":467},{"best_for":460,"cost":461,"time":462},"Authors sharing manuscripts with independent publishers, small presses, or literary agents for standard submission review","Free","15–30 minutes",{"best_for":464,"cost":465,"time":466},"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",{"best_for":468,"cost":469,"time":470},"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",[472,477,482,487],{"code":473,"name":474,"flag_asset_id":475,"note":476},"us","United States","flag-us","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.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"ca","Canada","flag-ca","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.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"uk","United Kingdom","flag-uk","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.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"eu","European Union","flag-eu","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.",[248,450,493,494,495,238,496,497,498,499,500,501],"independent-contractor-agreement-D160","service-agreement-D12711","intellectual-property-assignment-D5229","cease-and-desist-letter-D12916","letter-of-intent_acquisition-of-business-D5197","consulting-agreement---long-D12543","freelance-contract-D13270","team-work-agreement-D13888","joint-venture-agreement-D889",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":110,"secondary_folder":504,"document_type":505,"industry":506,"business_stage":507,"tags":508,"confidence":514},"confidentiality-and-nda","agreement","media","all-stages",[509,510,511,512,513],"nda","confidentiality","intellectual-property","publishing","author",0.92,"\u003Ch2>What is an Author-Publisher Non-Disclosure Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Author-Publisher Non-Disclosure Agreement\u003C/strong> 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.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>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.\u003C/p>\n",1778696380876]