A Non Disclosure Agreement is a legal contract designed to protect sensitive information. It establishes confidentiality obligations between parties, clearly defining what must remain private, how it may be used, and what happens if there's a breach.
Use this document whenever you're sharing business plans, intellectual property, trade secrets, or other proprietary data with employees, contractors, investors, partners, or vendors. NDAs help preserve trust, protect competitive advantage, and avoid misunderstandings.
Clause | Purpose |
---|---|
Parties & Effective Date | Clearly identify the Disclosing and Receiving parties and the date the agreement begins. |
Definition of Confidential Information | Describe what’s protected—written, verbal, digital, or visual—without being overly broad. |
Exclusions | Explicitly exempt information that’s public, previously known, independently developed, or lawfully obtained. |
Obligations of Receiving Party | Restrict copying, sharing, or using the information beyond permitted purposes. Include responsibilities for third parties or associates. |
Duration | Set a timeframe—commonly 2–5 years, depending on the nature of the information. Trade secrets may warrant longer terms. |
Return or Destruction of Information | Require the return or deletion of confidential materials at the agreement’s end or on demand. |
Remedies & Dispute Resolution | Establish consequences for breaches—potential arbitration or legal action rather than court litigation. |
Governing Law & Jurisdiction | Specify which state or country laws apply. |
Updated in July 2025
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A Non Disclosure Agreement is a legal contract designed to protect sensitive information. It establishes confidentiality obligations between parties, clearly defining what must remain private, how it may be used, and what happens if there's a breach.
Use this document whenever you're sharing business plans, intellectual property, trade secrets, or other proprietary data with employees, contractors, investors, partners, or vendors. NDAs help preserve trust, protect competitive advantage, and avoid misunderstandings.
Clause | Purpose |
---|---|
Parties & Effective Date | Clearly identify the Disclosing and Receiving parties and the date the agreement begins. |
Definition of Confidential Information | Describe what’s protected—written, verbal, digital, or visual—without being overly broad. |
Exclusions | Explicitly exempt information that’s public, previously known, independently developed, or lawfully obtained. |
Obligations of Receiving Party | Restrict copying, sharing, or using the information beyond permitted purposes. Include responsibilities for third parties or associates. |
Duration | Set a timeframe—commonly 2–5 years, depending on the nature of the information. Trade secrets may warrant longer terms. |
Return or Destruction of Information | Require the return or deletion of confidential materials at the agreement’s end or on demand. |
Remedies & Dispute Resolution | Establish consequences for breaches—potential arbitration or legal action rather than court litigation. |
Governing Law & Jurisdiction | Specify which state or country laws apply. |
Updated in July 2025
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