[{"data":1,"prerenderedAt":507},["ShallowReactive",2],{"document-how-to-write-an-nda-D12849":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":506},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"A Guide to Preparing Your Non Disclosure Agreement Step by Step Instructions Guidebook to Help You Create a Winning Non-Disclosure Agreement. How to Use the Business-in-a-Box Non-Disclosure Agreement Non-Disclosure Agreement Guidebook At Business-in-a-Box, our mission is to help every entrepreneur succeed in building their dream business. Therefore, we are happy to give you this FREE guidebook on how to prepare a winning Non-Disclosure Agreement. 3 Steps to a Perfect Non-Disclosure Agreement: Download the NDA Template that goes with this guidebook. Start drafting your own plan using Microsoft Word, Google Docs, Apple Pages, or any other word processor you prefer. Use this free educational resource to learn all about preparing your NDA. Establish a key and confidential business relationship with this legally binding document. Customize your NDA. Simply fill-in the blanks and save. That's it. To your success, The Business-in-a-Box Team Table of Content Understanding a Non-Disclosure Agreement 3 What is an NDA? 3 The NDA Template Overview 3 How to Write an NDA 6 Tips for Creating A Winning NDA 11 Why Choose Business-in-a-Box 13 Documents Similar to the NDA 14 Understanding a Non-Disclosure Agreement What is an NDA? In an era of competitive markets and ever-growing industries, there is no such thing as being too cautious. NDA Templates, short for Non-Disclosure Agreement templates, are legally binding contracts between a receiving party and a disclosing party that prohibit the signing parties from making a certain piece of information public, usually over a confidential topic. The so-called confidential information is explicitly stated in the document, whose main purpose is to allow both parties to continue their relationship without the risk of leaking sensitive information. Using a template, compared to making an NDA from scratch, will ensure the legal safety of your company, avoiding any legal loopholes and making sure that the contract is clear in its clauses. Do not risk all the hard work you have put towards your business with a poorly made agreement. Protect your company's safety and explore your relation-making opportunities risk- free with the Business-in-a-Box templates. The NDA Template Overview As we previously stated, having NDAs for your information can be crucial for your business. Say you have a process, piece of information, or research that your company values. It is best to protect it using NDA agreement templates with the involved parties. It will make your company stable and secure. Usually, crafting a nondisclosure agreement is a complex issue, but Business-in-a-Box makes it simple with its professionally crafted templates. On this page, you can educate yourself about the decision-making process that goes into protecting your information via one of these agreements. Business-in-a-Box has years of experience providing businesses with industry-grade materials that will elevate your standards of business and will improve your practices in the long-term. Check out our other legal agreement template. Mutual vs Unilateral NDAs Mutual NDA agreements are when two or more parties sign an NDA that allows them to share the secret information together while binding them to not share it with anyone else. Unilateral NDAs are characterized by a single party signing and promising not to share the information. The party signing any of these types of NDAs can be either entities or individuals. Choosing whether your NDA agreement templates should be mutual or unilateral depends on which type of information you need to protect. If we take the example of a secret food formula, the select team working on improving it or supervising its use will need to sign a mutual NDA, while if maybe a particular member of an analysis team just made a breakthrough, you might want to utilize the unilateral version. Purpose of an NDA The purpose of the nondisclosure agreement is not only to protect the information with a legally binding resource. It makes the business owner feel safer about the intelligence that its company handles and creates, and it allows for better decision-making once that they are certain that all that is intended to be secret will be kept secret. If we consider the case of mutual NDAs, it is crucial that you allow employees of your firm to do all sorts of tasks that you need to assign. Confidential information barriers can make this very complex to put in practice, because it either does not allow full efficient collaboration, or it risks leaking details that if made public will subtract considerable value from your firm. We ensure that these purposes are completely fulfilled using our top-quality templates that do the heavy lifting for you, taking care of the minor details so that you can just fill in your information and get started with the important parts of your company. What to include in an NDA As a legally binding document, an NDA should be treated with importance, respecting its rules and restrictions. Understanding what to include in your NDA is half of the puzzle, you should have a clear idea of the kind of partner that you are working with as well as having a complete image of what you deem competitively sensitive information. The format should be explicit, but direct, making sure the material and the timeframe are defined and that the intentions of both parties are aligned. How to Write an NDA Considering that an NDA is a legal document and not something that an investor would probably have a look at, the introduction is more of a statement disclosing the parties and the confidential relationship that they enter. The disclosing party is the owner of the information and the one that is interested in keeping it confidential. The receiving party is the one legally bound to not share it with anyone. Mutual Agreements Clause This part is what makes the NDA mutual. If left out, the deal is considered unilateral and it will only bind one party. It is important that you consider carefully which type of NDA you require for your confidential information. Defining Confidential Information The primary objective of an NDA is to protect trade secrets and allow both parties to function without fear, thus there are three main ways to define what constitutes confidential information. Disclose the categories Developing a system to mark all sensitive information Identify specific confidential information The best approach varies from company to company, for example, if your business is centered around a certain area, why not disclose the categories you want to protect? Or if you work with a specific patent or recipe, you can specifically identify the components that you wish to remain secret. Exclusions from Confidential Information As powerful as an NDA can be, it also has its limitations, information that the receiving party developed or obtained through legal means is outside the boundaries of the restriction, the same applies to public information or information that becomes public without the intervention of the receiving party or its representatives. All this information, by law, cannot be included as part of the \"confidential\" information and the contract is bound to these kinds of legal restrictions regardless of the agreement, so, in order to avoid any confusion, they are also usually included, clarifying that the information is not a trade secret. Receiving Party's Obligations In non-disclosure agreement templates, everything revolves around the confidentiality and secrecy that the receiving party must maintain towards the established competitively sensitive material",null,"How To Write An NDA","15",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/how-to-write-an-nda-D12849.png","https://templates.business-in-a-box.com/imgs/250px/12849.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12849.xml",{"title":15,"description":6},"how to write an nda",[17,20],{"label":18,"url":19},"Business Plan Kit","/templates/business-plan-kit/",{"label":21,"url":22},"Business Procedures","/templates/business-procedures/","How To Write An NDA Template","https://templates.business-in-a-box.com/imgs/400px/12849.png","https://templates.business-in-a-box.com/imgs/600px/12849.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Confidentiality & NDA","/templates/confidentiality-and-nda/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,122,137,151,163],{"label":40,"url":41,"thumb":42,"extension":10},"How to Sign an NDA Agreement","/template/how-to-sign-an-nda-agreement-D12754","https://templates.business-in-a-box.com/imgs/250px/12754.png",{"label":44,"url":45,"thumb":46,"extension":10},"How To Write Company Policies","/template/how-to-write-company-policies-D12850","https://templates.business-in-a-box.com/imgs/250px/12850.png",{"label":48,"url":49,"thumb":50,"extension":10},"How To Write An Employee Handbook","/template/how-to-write-an-employee-handbook-D12848","https://templates.business-in-a-box.com/imgs/250px/12848.png",{"label":52,"url":53,"thumb":54,"extension":10},"How To Write A Business Proposal","/template/how-to-write-a-business-proposal-D12846","https://templates.business-in-a-box.com/imgs/250px/12846.png",{"label":56,"url":57,"thumb":58,"extension":10},"How To Write A Distribution Agreement","/template/how-to-write-a-distribution-agreement-D12847","https://templates.business-in-a-box.com/imgs/250px/12847.png",{"label":60,"url":61,"thumb":62,"extension":10},"How to write an Executive Summary","/template/how-to-write-an-executive-summary-D12533","https://templates.business-in-a-box.com/imgs/250px/12533.png",{"label":64,"url":65,"thumb":66,"extension":10},"How to Write a Business Plan Guidebook","/template/how-to-write-a-business-plan-guidebook-D12532","https://templates.business-in-a-box.com/imgs/250px/12532.png",{"label":68,"url":69,"thumb":70,"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":72,"url":73,"thumb":74,"extension":10},"How To Write A Compelling Sales Page That Converts Template","/template/how-to-write-a-compelling-sales-page-that-converts-template-D13124","https://templates.business-in-a-box.com/imgs/250px/13124.png",{"label":76,"url":77,"thumb":78,"extension":10},"Non Disclosure Agreement Nda","/template/non-disclosure-agreement-nda-D12692","https://templates.business-in-a-box.com/imgs/250px/12692.png",{"label":80,"url":81,"thumb":82,"extension":10},"A Tactful Way to Decline to Write a Letter of Recommendation","/template/a-tactful-way-to-decline-to-write-a-letter-of-recommendation-D486","https://templates.business-in-a-box.com/imgs/250px/486.png",{"label":84,"url":85,"thumb":86,"extension":10},"I am Most Pleased to Write a Character Reference","/template/i-am-most-pleased-to-write-a-character-reference-D489","https://templates.business-in-a-box.com/imgs/250px/489.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":102,"url":103},"MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), 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: [RECEIVING PARTY NAME] (the \"Receiving Party\"), 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] WHEREAS, in order to pursue the mutual business purpose of a possible transaction between Disclosing Party and Receiving Party and/or their affiliates (the \"Transaction\"), both Disclosing Party and Receiving Party recognize that there is a need to disclose to one another certain information in respect of itself and/or its affiliates. WHEREAS, all such information, delivered by or on behalf of one party and/or its affiliates (the \"Disclosing Party\") to the other party (the \"Receiving Party\") and/or its Representatives (as defined below), whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, together with all analyses, compilations, studies or other documents or records prepared by the Receiving Party and/or its Representatives to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from such information, is referred to herein as \"Evaluation Material\". NOW, THEREFORE, in consideration of the opportunity to consider such Evaluation Material, both parties hereby agree as follows: NON-DISCLOSURE OF EVALUATION MATERIAL The Evaluation Material will be used by the Receiving Party solely for the purpose of evaluating the Transaction. Such Evaluation Material will be kept strictly confidential by the Receiving Party, except that the Evaluation Material or any portion thereof may be disclosed to affiliates, directors, officers, employees, advisors, attorneys, agents, controlling persons, potential bidding partners and financing sources or other representatives (each, a \"Representative\", and collectively, the \"Representatives\") of the Receiving Party who need to know such information for the purpose of evaluating the Transaction and who agree to treat the Evaluation Material in accordance with the terms of this Agreement. The term \"Evaluation Material\" does not include information which: Is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by the Receiving Party and/or any of its Representatives; Is or has been independently acquired or developed by the Receiving Party and/or any of its Representatives without violating any of the terms of this Agreement; Was within the Receiving Party and/or any of its Representatives' possession prior to it being furnished to the Receiving Party and/or any of its Representatives by or on behalf of the Disclosing Party pursuant to the terms hereof; or Is received from a source other than the Disclosing Party and/or any of its Representatives; provided that, in the case of (c) and (d) above, the source of such information was not known by the Receiving Party to be bound by a confidentiality obligation to the Disclosing Party or any other party with respect to such information. DISCLOSURE UNDER COURT ORDER OR SUBPOENA In the event that the Receiving Party or any of its Representatives receives a request to disclose all or any part of the Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) the Receiving Party agrees to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request and (ii) if the Receiving Party or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Evaluation Material, the Receiving Party or its applicable Representative may disclose that Evaluation Material that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Evaluation Material that is being so disclosed. CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT Unless otherwise required by law, or unless otherwise provided in a final definitive agreement regarding the Transaction when, as and if executed, both parties and their respective Representatives will not, without the prior written consent of the other party, disclose to any person (other than Representatives of the parties hereto who need to know such information for the purpose of evaluating the Transaction and who agree to treat such information in accordance with the terms of this Agreement) any of the terms or conditions of the Transaction. OWNERSHIP OF RIGHTS TO EVALUATION MATERIAL Nothing in this Agreement shall divest the Disclosing Party of any of its right, title or interest in and to any Evaluation Material. Within [NUMBER] days after being so requested by the Disclosing Party, the Receiving Party and its Representatives shall destroy or return all Evaluation Material furnished to the Receiving Party and/or any of its Representatives by the Disclosing Party. Except to the extent a party is advised by counsel that such destruction is prohibited by law, the Receiving Party and its Representatives will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by the Receiving Party and/or its Representatives based upon, containing or otherwise reflecting any Evaluation Material. At the request of the Disclosing Party made at the time of its request for the destruction of Evaluation Material, any destruction of materials shall be certified to the Disclosing Party in writing by an authorized officer of the Receiving Party supervising such destruction. DISCLAIMER","Mutual Non-Disclosure Agreement","5",66,"https://templates.business-in-a-box.com/imgs/1000px/mutual-non-disclosure-agreement-D955.png","https://templates.business-in-a-box.com/imgs/250px/955.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#955.xml",{"title":6,"description":6},[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":100,"url":101},"Confidentiality Agreements","confidentiality-agreement","mutual non disclosure agreement","/template/mutual-non-disclosure-agreement-D955",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":9,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":121},"EMPLOYEE NON-DISCLOSURE AGREEMENT This Employee Non-Disclosure Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In consideration of employment by Company and disclosure by Company of confidential and trade secret information, the undersigned Employee hereby covenants and agrees as follows: Confidentiality Employee acknowledges that during Employee's employment by Company, Employee will be exposed to valuable confidential and trade secret information of Company. Employee agrees to treat all such information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after the term of this Agreement. Employee acknowledges that trade secrets of the Company will consist of but will not be necessarily limited to: Technical information: Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects. Business information: Customer lists, pricing data, sources of supply, financial data and marketing, production, or merchandising systems or plans. Employee understands that this Agreement does not and will not prevent him/her from working for any other Company subsequent to the termination of his/her employment with the Company as long as the Employee does not use or disclose any such confidential and proprietary information. Use Employee shall not use Company's confidential and trade secret information, except to the extent necessary to provide services or goods requested by Company. Enforcement","Employee Non Disclosure Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/employee-non-disclosure-agreement-D538.png","https://templates.business-in-a-box.com/imgs/250px/538.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#538.xml",{"title":112,"description":6},"employee non disclosure agreement",[114,117,120],{"label":115,"url":116},"Human Resources","human-resources",{"label":118,"url":119},"Hire an Employee","hire-employee",{"label":33,"url":98},"/template/employee-non-disclosure-agreement-D538",{"description":123,"descriptionCustom":6,"label":124,"pages":125,"size":126,"extension":10,"preview":127,"thumb":128,"svgFrame":129,"seoMetadata":130,"parents":131,"keywords":135,"url":136},"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},[132],{"label":133,"url":134},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":138,"descriptionCustom":6,"label":139,"pages":140,"size":9,"extension":10,"preview":141,"thumb":142,"svgFrame":143,"seoMetadata":144,"parents":146,"keywords":145,"url":150},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":145,"description":6},"employment agreement_at will employee",[147,148,149],{"label":115,"url":116},{"label":118,"url":119},{"label":33,"url":98},"/template/employment-agreement_at-will-employee-D541",{"description":152,"descriptionCustom":6,"label":153,"pages":125,"size":9,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":159,"keywords":158,"url":162},"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","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":158,"description":6},"service agreement",[160,161],{"label":33,"url":98},{"label":33,"url":98},"/template/service-agreement-D12711",{"description":164,"descriptionCustom":6,"label":165,"pages":166,"size":9,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":172,"keywords":175,"url":176},"[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":171,"description":6},"letter of intent_acquisition of business",[173,174],{"label":33,"url":98},{"label":33,"url":98},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":179,"reviewer":190,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":252,"sections":286,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":431,"comparisons":456,"diy_vs_pro":469,"educational_modules":482,"related_template_ids_curated":485,"schema":493,"classification":495},{"meta_title":180,"meta_description":181,"primary_keyword":15,"secondary_keywords":182},"How to Write an NDA Template | BIB","Free guide and template for writing an NDA. Covers confidential information definition, obligations, exclusions, term, and remedies.",[183,184,185,186,187,188,189],"how to write a non-disclosure agreement","nda template word","nda writing guide","non-disclosure agreement template free","nda template download","nda drafting guide","simple nda template",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":195,"legal_review_recommended":177,"signature_required":177},"medium",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"How to Write an NDA is a step-by-step operational guide paired with a ready-to-use Word template that walks you through every section of a Non-Disclosure Agreement — from defining confidential information to setting the term and remedies clause. This free Word download gives you a structured starting point you can edit online and export as PDF to protect sensitive business information in any commercial relationship.\n","Use it any time you need to share proprietary information — business plans, product specs, customer lists, or trade secrets — with an employee, contractor, partner, or investor before a formal agreement or deal is in place.\n","The guide covers parties and recitals, a precise definition of confidential information with explicit exclusions, disclosure obligations and permitted uses, term and termination, remedies for breach, and governing law. Each section includes plain-English explanations, sample language with placeholders, and the single most common drafting mistake to avoid.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Startup founders","Protecting a product concept before pitching investors or co-founders","persona-startup-founder",{"title":206,"use_case":207,"icon_asset_id":208},"Small business owners","Securing vendor and contractor relationships that involve proprietary processes","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"HR managers","Onboarding employees who will access confidential client or product data","persona-hr-manager",{"title":214,"use_case":215,"icon_asset_id":216},"Business development managers","Sharing financial projections and deal terms during partnership negotiations","persona-operations-director",{"title":218,"use_case":219,"icon_asset_id":220},"Freelancers and consultants","Establishing confidentiality expectations before receiving a client's internal data","persona-freelancer",{"title":222,"use_case":223,"icon_asset_id":224},"Legal operations professionals","Standardizing NDA workflows across departments and reducing review turnaround time","persona-legal-ops",[226,229,233,237,241,245,248],{"situation":227,"recommended_template":89,"slug":228},"Both parties will share confidential information with each other","mutual-non-disclosure-agreement-D955",{"situation":230,"recommended_template":231,"slug":232},"Only one party is disclosing confidential information","One-Way Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":234,"recommended_template":235,"slug":236},"Protecting confidential information shared with a new hire","Employee Non-Disclosure Agreement","employee-non-disclosure-agreement-D538",{"situation":238,"recommended_template":239,"slug":240},"Sharing sensitive data with an independent contractor","Contractor Confidentiality Agreement","contractor-non-disclosure-agreement-nda-D13825",{"situation":242,"recommended_template":243,"slug":244},"Exploring a potential acquisition or merger","M&A Non-Disclosure Agreement","how-to-conduct-a-merger-or-acquisition-D12968",{"situation":246,"recommended_template":247,"slug":240},"Disclosing proprietary technology to a potential licensing partner","Technology Non-Disclosure Agreement",{"situation":249,"recommended_template":250,"slug":251},"Protecting business information in a joint venture setup","Joint Venture Non-Disclosure Agreement","joint-venture-agreement-D889",[253,256,259,262,265,268,271,274,277,280,283],{"term":254,"definition":255},"Non-Disclosure Agreement (NDA)","A contract in which one or both parties agree not to disclose specified confidential information to third parties or use it for unauthorized purposes.",{"term":257,"definition":258},"Confidential Information","The defined category of information covered by the NDA — typically trade secrets, business plans, customer data, financials, and proprietary technology.",{"term":260,"definition":261},"Disclosing Party","The party sharing confidential information and seeking protection under the NDA.",{"term":263,"definition":264},"Receiving Party","The party receiving confidential information and bound by the obligation not to disclose or misuse it.",{"term":266,"definition":267},"Mutual NDA","An NDA in which both parties disclose and receive confidential information, creating reciprocal obligations on each side.",{"term":269,"definition":270},"One-Way NDA","An NDA in which only one party discloses confidential information and only the other party bears the non-disclosure obligation.",{"term":272,"definition":273},"Term","The period during which the NDA's confidentiality obligations are active — typically 2 to 5 years from the date of signing.",{"term":275,"definition":276},"Exclusions from Confidentiality","Information carved out of the NDA's protection because it is already public, independently developed, or lawfully received from a third party.",{"term":278,"definition":279},"Injunctive Relief","A court order requiring a party to stop a specific action — the primary remedy sought when an NDA is breached, because monetary damages are often difficult to quantify.",{"term":281,"definition":282},"Residuals Clause","A provision allowing the receiving party to use general knowledge retained in unaided memory after reviewing confidential information, which can significantly weaken NDA protection if not carefully scoped.",{"term":284,"definition":285},"Trade Secret","Commercially valuable information kept confidential that gives a business a competitive edge — protected indefinitely under applicable law as long as secrecy is maintained.",[287,292,297,302,307,312,317,322,327,332],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Parties and recitals","Identifies the disclosing party and receiving party by full legal name, sets the date, and briefly states the purpose of the disclosure — for example, evaluating a potential partnership.","This Non-Disclosure Agreement ('Agreement') is entered into as of [DATE] between [DISCLOSING PARTY LEGAL NAME] ('Disclosing Party') and [RECEIVING PARTY LEGAL NAME] ('Receiving Party') in connection with [PURPOSE OF DISCLOSURE].","Using trade names or first names instead of legal entity names. If the NDA is ever enforced, identifying the wrong legal entity can make it unenforceable against the intended party.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Definition of confidential information","Specifies precisely what information is covered — the broader and more specific the definition, the stronger the protection. Typically includes written, oral, electronic, and visual information related to the disclosing party's business.","'Confidential Information' means any non-public information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, or by any other means, relating to [DISCLOSING PARTY]'s [BUSINESS / TECHNOLOGY / CUSTOMERS / FINANCIALS], and marked or identified as confidential at the time of disclosure.","Requiring physical marking ('must be stamped CONFIDENTIAL') as the only trigger for coverage. Oral disclosures in business meetings are rarely marked, leaving them unprotected.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Exclusions from confidential information","Lists the categories of information that are not protected — primarily information already in the public domain, independently developed by the receiving party, or received lawfully from a third party.","Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to Receiving Party prior to disclosure; (c) is independently developed by Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order.","Omitting the exclusions section entirely. Without clear exclusions, the receiving party has no defense if sued for disclosing information that was already public — leading to disputes that could have been avoided.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Obligations of the receiving party","States what the receiving party must do — and must not do — with the confidential information: keep it secret, use it only for the stated purpose, and share it only with employees who need to know.","Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for [PERMITTED PURPOSE]; and (c) disclose Confidential Information only to its employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than this Agreement.","Setting the standard of care as 'reasonable care' without a floor. Courts interpret this inconsistently; adding 'but in no event less than the care used to protect the receiving party's own confidential information' raises the bar to a measurable standard.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Permitted disclosures and need-to-know","Defines who within the receiving party's organization may access the confidential information, and under what conditions it may be shared with third-party advisors.","Receiving Party may disclose Confidential Information to its legal counsel, accountants, or financial advisors ('Representatives') who: (a) need to know the information for [PURPOSE]; (b) are informed of the confidential nature of the information; and (c) are bound by professional or contractual obligations of confidentiality at least as protective as this Agreement.","Not requiring that third-party advisors be bound by equivalent confidentiality obligations. If a consultant receives the information without an NDA, the disclosing party has lost practical protection.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Term and termination","Sets the start and end date of the confidentiality obligation, and specifies what happens to confidential information — return or destroy — when the NDA expires or is terminated.","This Agreement shall commence on [DATE] and continue for [X] years, unless earlier terminated by either party upon [X] days' written notice. Upon termination or expiration, Receiving Party shall promptly return or destroy all Confidential Information and certify destruction in writing within [X] days.","Setting a term of only 1 year for information that includes trade secrets. Trade secrets require indefinite protection under law; an NDA that expires after 1 year leaves trade secret information commercially unprotected.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"No license or ownership transfer","Clarifies that sharing confidential information does not grant the receiving party any intellectual property rights, license, or ownership interest in the information disclosed.","Nothing in this Agreement grants Receiving Party any license, right, title, or interest in or to any Confidential Information or any intellectual property rights of Disclosing Party. All Confidential Information remains the exclusive property of Disclosing Party.","Omitting this clause entirely. Without it, a receiving party could argue that access to a technology brief constitutes an implied license to use the technology — a dispute that is expensive to resolve.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Remedies for breach","Acknowledges that monetary damages may be insufficient for a breach and preserves the disclosing party's right to seek injunctive relief or other equitable remedies without posting a bond.","Receiving Party acknowledges that breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, Disclosing Party shall be entitled to seek injunctive relief or specific performance without the requirement to post a bond or prove actual damages.","Limiting remedies to a specific dollar cap. NDA breaches — particularly involving trade secrets — can cause losses far exceeding any capped amount, leaving the disclosing party effectively unprotected.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes will be resolved — litigation in a named court, arbitration, or mediation first.","This Agreement shall be governed by the laws of [STATE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising under this Agreement shall be resolved exclusively in the courts of [JURISDICTION] / by binding arbitration administered by [ARBITRATION BODY] in [CITY].","Choosing a governing law jurisdiction where neither party is located and no disclosure occurred. Courts in the chosen jurisdiction may decline jurisdiction, or the chosen law may be less protective of trade secrets than the jurisdiction where the harm occurred.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"General provisions (boilerplate)","Covers standard contract mechanics: the entire-agreement clause superseding prior discussions, the requirement that amendments be in writing, severability if a clause is struck down, and waiver provisions.","This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior discussions. Amendments must be in writing signed by both parties. If any provision is found unenforceable, the remaining provisions continue in full force. Failure to enforce any provision is not a waiver of future enforcement rights.","Omitting a severability clause. If a court strikes the non-disclosure term as unreasonably long, a contract without severability can be voided in its entirety rather than reformed.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Determine the NDA type — mutual or one-way","Decide whether both parties will be sharing confidential information (mutual) or only one party (one-way). The answer drives the structure of the obligations section and the party definitions throughout.","Default to mutual when the relationship involves any back-and-forth sharing — even if your information is more sensitive, a mutual structure is easier to get signed quickly.",{"step":344,"title":345,"description":346,"tip":347},2,"Enter full legal names and the disclosure purpose","Use each party's registered legal entity name exactly as it appears in corporate filings. Describe the purpose of disclosure in one specific sentence — 'evaluation of a potential software development partnership' rather than 'business purposes.'","The stated purpose limits how the receiving party can use your information. A vague purpose gives them more latitude than you intend.",{"step":349,"title":350,"description":351,"tip":352},3,"Write a precise definition of confidential information","List the specific categories of information you are sharing — financial data, customer lists, technical specifications, source code — and state that both written and oral disclosures are covered. Avoid relying on a marking requirement as the sole trigger.","If you are sharing particularly sensitive information, add a specific examples list inside the definition to remove any ambiguity about what is covered.",{"step":354,"title":355,"description":356,"tip":357},4,"List the exclusions clearly","Include the four standard exclusions: public domain, prior knowledge, independent development, and legally compelled disclosure. Confirm the legally compelled carve-out requires prior written notice to the disclosing party where permitted by law.","Add a sentence requiring the receiving party to notify you before making a compelled disclosure so you have the option to seek a protective order.",{"step":359,"title":360,"description":361,"tip":362},5,"Set the obligations and permitted use","State the standard of care (at least the same care the receiving party uses for its own confidential information), the permitted purpose, and who within the receiving party's organization may access the information.","Name the permitted purpose as narrowly as possible — the more specific it is, the easier it is to prove a breach if the information is used outside that scope.",{"step":364,"title":365,"description":366,"tip":367},6,"Set the term and return-or-destroy obligation","Choose a term appropriate to the sensitivity of the information — 2 years for general business information, 5 years for technical IP, indefinite for trade secrets. Add a written certification requirement for destruction.","For trade secrets, include a sentence stating that trade secret protection continues for as long as the information qualifies as a trade secret under applicable law, regardless of the NDA's stated term.",{"step":369,"title":370,"description":371,"tip":372},7,"Add the remedies and governing law clauses","Confirm that the remedies section preserves the right to seek injunctive relief and that the governing law matches the jurisdiction where you operate or where the most sensitive information resides.","If both parties are in different states, choose the jurisdiction with stronger trade secret protection — most practitioners default to Delaware or New York for US-domestic NDAs.",{"step":374,"title":375,"description":376,"tip":377},8,"Review, execute, and file the signed copy","Have both parties sign a dated copy before any confidential information is shared. Store the fully-executed copy in a secure location with clear reference to the transaction or relationship it covers.","Use a consistent NDA file-naming convention — YYYY-MM-DD_NDA_[Party A]_[Party B] — so executed agreements are searchable when disputes arise.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Sharing information before the NDA is signed","Confidential information disclosed before execution is not covered by the agreement. A retroactive clause can help but is not always enforceable in every jurisdiction.","Establish a firm policy: no sensitive information — including in pitch meetings or demos — until a signed NDA is in hand. Use a standard short-form NDA that can be executed in under 10 minutes.",{"mistake":384,"why_it_matters":385,"fix":386},"Defining confidential information too broadly","An overly broad definition — 'any information shared between the parties' — can make the NDA unenforceable because courts require reasonable scope. It also makes compliance impossible for the receiving party.","List specific categories of information relevant to the actual relationship. Broad catch-all language should supplement, not replace, a specific list.",{"mistake":388,"why_it_matters":389,"fix":390},"Setting a term shorter than the value of the information","A 1-year NDA protecting a 5-year product roadmap means the information is unprotected for 4 of those years. Competitors can legally use the information once the term expires.","Match the term to the useful competitive life of the information. Add an explicit provision that trade secret protection survives the NDA's stated term.",{"mistake":392,"why_it_matters":393,"fix":394},"Omitting the injunctive relief clause","Without this clause, a breaching party can argue the disclosing party must quantify damages before seeking emergency court relief — a process that takes months while the harm compounds.","Include a standard acknowledgment that breach causes irreparable harm and that the disclosing party is entitled to seek injunctive relief without posting bond or proving actual damages.",{"mistake":396,"why_it_matters":397,"fix":398},"Using a personal name instead of a legal entity for a business party","If a company signs under an individual's name, the NDA may bind only that person — not the organization — leaving the company free to use your information.","Always identify business parties by their full registered legal entity name and have a duly authorized signatory execute on the entity's behalf, stating their title.",{"mistake":400,"why_it_matters":401,"fix":402},"No severability clause in the boilerplate","If a court finds one provision — such as the confidentiality term — unreasonably broad and strikes it, the absence of a severability clause can void the entire agreement.","Add a standard severability clause stating that if any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.",[404,407,410,413,416,419,422,425,428],{"question":405,"answer":406},"What is an NDA and what does it do?","An NDA (Non-Disclosure Agreement) is a contract that legally obligates one or both parties to keep specified information confidential and to use it only for the purpose stated in the agreement. It creates a private legal remedy — including the right to seek injunctive relief — if confidential information is disclosed or misused. NDAs are used across virtually every industry wherever sensitive commercial information changes hands before a formal deal is closed.\n",{"question":408,"answer":409},"What should every NDA include?","At minimum: the parties' legal names, the purpose of the disclosure, a precise definition of confidential information with explicit exclusions, the receiving party's obligations and permitted use, the term of the agreement, a return-or-destroy provision, a no-license clause, an injunctive-relief remedy, and governing law. Missing any of these creates gaps that reduce enforceability and complicate breach claims.\n",{"question":411,"answer":412},"What is the difference between a mutual and a one-way NDA?","A one-way NDA protects information flowing in one direction only — the receiving party is bound; the disclosing party is not. A mutual NDA protects information flowing in both directions, with each party bound as both discloser and receiver. Use a mutual NDA whenever both parties will be sharing sensitive information, even if the volume of disclosure is asymmetric — it is usually easier to negotiate and sign.\n",{"question":414,"answer":415},"How long should an NDA last?","Most commercial NDAs run 2 to 5 years. The right term depends on the sensitivity and competitive lifespan of the information. General business information typically warrants 2–3 years; product roadmaps and technical IP warrant 5 years. Trade secrets should be protected indefinitely — add explicit language stating that trade secret protection survives the NDA's stated term for as long as the information qualifies as a trade secret under applicable law.\n",{"question":417,"answer":418},"Do I need a lawyer to write an NDA?","For standard commercial NDAs covering typical business information, a high-quality template is sufficient for most small businesses and startups. Engage a lawyer when the information involves patentable technology, when the counterparty is a large enterprise with its own legal team, or when cross-border disclosures trigger multiple jurisdictions' trade secret laws. A lawyer review of a completed template typically costs $200–$500 and is worthwhile for high-stakes relationships.\n",{"question":420,"answer":421},"Can an NDA be signed after information has already been shared?","A retroactive NDA can be structured to cover previously disclosed information by including an effective date prior to the signing date, but enforceability of the retroactive coverage varies by jurisdiction. Some courts decline to enforce obligations for disclosures made before the contract existed. The safest practice is always to sign before sharing any confidential information.\n",{"question":423,"answer":424},"What information is typically excluded from NDA protection?","The four standard exclusions are: information that is or becomes publicly available through no fault of the receiving party; information the receiving party already knew before the disclosure; information the receiving party independently developed without using the confidential information; and information the receiving party is legally compelled to disclose, provided they give prior notice to the disclosing party where permitted. These exclusions are nearly universal and courts expect to see them.\n",{"question":426,"answer":427},"What happens if an NDA is breached?","The disclosing party can seek monetary damages for quantifiable losses and — more importantly — injunctive relief to stop the breach immediately. Because NDA breaches often involve competitive information whose monetary value is difficult to quantify, injunctive relief is typically the primary remedy. A well-drafted NDA includes an explicit acknowledgment that breach causes irreparable harm, which makes it easier to obtain an emergency court order to stop the disclosure.\n",{"question":429,"answer":430},"Is an NDA the same as a confidentiality agreement?","Yes — the terms are used interchangeably. 'Non-Disclosure Agreement' and 'Confidentiality Agreement' describe the same type of contract. Some industries and practitioners prefer one term over the other, but the underlying legal structure and enforceability are identical. In the employment context, the document is sometimes called a 'confidentiality and non-disclosure agreement' to signal that it covers both ongoing and post-employment obligations.\n",[432,436,440,444,448,452],{"industry":433,"icon_asset_id":434,"specifics":435},"Technology / SaaS","industry-saas","Source code, algorithms, product roadmaps, and API specifications require a broad definition of confidential information covering both written and oral disclosures, with an indefinite trade secret carve-out.",{"industry":437,"icon_asset_id":438,"specifics":439},"Financial Services","industry-fintech","Client data, proprietary trading strategies, and deal terms shared during M&A diligence require enhanced data-handling obligations and explicit restrictions on electronic storage and transmission.",{"industry":441,"icon_asset_id":442,"specifics":443},"Healthcare / Life Sciences","industry-healthtech","Clinical trial data, patient records, and drug formulations require confidentiality obligations that run concurrently with — and do not replace — HIPAA and FDA regulatory requirements.",{"industry":445,"icon_asset_id":446,"specifics":447},"Manufacturing","industry-manufacturing","Production processes, supplier pricing, and proprietary materials specifications benefit from a narrow permitted-use clause tied specifically to the evaluation of a supply or licensing relationship.",{"industry":449,"icon_asset_id":450,"specifics":451},"Professional Services","industry-professional-services","Client engagement data, methodologies, and pricing structures shared during RFP processes require a clear need-to-know restriction limiting internal circulation to the proposal team only.",{"industry":453,"icon_asset_id":454,"specifics":455},"Retail / E-commerce","industry-retail","Vendor pricing, customer segmentation data, and seasonal product strategies shared with logistics or marketing partners require a mutual NDA with a short term of 2–3 years aligned to product cycles.",[457,459,462,466],{"vs":254,"vs_template_id":232,"summary":458},"The NDA template is the ready-to-sign contract itself — parties fill in their names, sign, and execute. This guide explains how each clause works, what to include, common mistakes, and how to calibrate the definition of confidential information for the specific relationship. Use the guide to understand what you are signing; use the NDA template to actually sign it.",{"vs":89,"vs_template_id":460,"summary":461},"mutual-non-disclosure-agreement-D12691","A mutual NDA is pre-structured for two-way disclosure, with symmetric obligations on both parties. This guide covers both one-way and mutual structures and helps you decide which is appropriate. If you have already decided on a mutual arrangement, the mutual NDA template gets you to execution faster without needing to restructure a one-way template.",{"vs":463,"vs_template_id":464,"summary":465},"Confidentiality Clause (within a larger contract)","independent-contractor-agreement-D160","A standalone NDA protects information shared before or outside of any formal agreement. A confidentiality clause embedded in a larger contract — such as an independent contractor agreement or employment contract — protects information within that specific relationship. Use a standalone NDA when the relationship is still exploratory; use an embedded clause once a formal engagement document exists.",{"vs":235,"vs_template_id":467,"summary":468},"employee-non-disclosure-agreement-D509","An employee NDA is specifically drafted for the employment context — it integrates with onboarding, references the employment relationship as consideration, and typically runs for the duration of employment plus a defined post-employment period. A general commercial NDA is appropriate for contractors, partners, and investors but is not optimized for the employment relationship and may omit post-employment obligations.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Startups, small businesses, and freelancers protecting standard commercial information with domestic counterparties","Free","15–30 minutes",{"best_for":475,"cost":476,"time":477},"Businesses sharing patentable technology, large-enterprise counterparties, or cross-border disclosures","$200–$500 for a lawyer review","1–3 days",{"best_for":479,"cost":480,"time":481},"M&A diligence, clinical trial data, or any situation where the counterparty's legal team is already involved","$500–$2,000+","1–2 weeks",[483,484],"mutual-vs-one-way-nda-which-to-use","trade-secrets-vs-nda-protection-explained",[232,228,236,464,486,487,488,251,489,490,491,492],"employment-agreement_at-will-employee-D541","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","intellectual-property-assignment-D5229","consulting-agreement-D155","general-non-compete-agreement-D882","partnership-agreement-D12551",{"emit_how_to":494,"emit_defined_term":494},true,{"primary_folder":98,"secondary_folder":496,"document_type":497,"industry":498,"business_stage":499,"tags":500,"confidence":505},"confidentiality-and-nda","guide","general","all-stages",[501,502,503,504,497],"nda","confidentiality","legal","agreement",0.95,"\u003Ch2>What is a Guide on How to Write an NDA?\u003C/h2>\n\u003Cp>A \u003Cstrong>How to Write an NDA\u003C/strong> guide is a structured operational document that walks you through every clause of a Non-Disclosure Agreement — explaining what each section does, what language to use, and what mistakes to avoid before you present it to a counterparty. It combines plain-English explanations with sample language and drafting tips so that business owners, founders, and operators who are not lawyers can produce a legally sound NDA without starting from a blank page. The guide covers the full structure of both one-way and mutual NDAs, from the parties clause through governing law and boilerplate.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Sharing confidential information without a signed NDA in place is one of the most common and costly operational mistakes in early-stage business. Once a competitor, former partner, or departing employee has your product roadmap, pricing model, or customer list, there is no practical way to un-disclose it — and without a written agreement, there is no legal basis to stop them from using it. An unsigned pitch meeting, an undocumented vendor conversation, or a handshake partnership discussion can expose trade secrets that took years to develop. This guide ensures every section of your NDA is present, correctly scoped, and drafted tightly enough to hold up when it matters — before the first piece of confidential information leaves your hands.\u003C/p>\n",1781185949721]