[{"data":1,"prerenderedAt":526},["ShallowReactive",2],{"document-non-disclosure-agreement-nda-D12692":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":26,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":27,"breadcrumb":31,"related":37,"customDescModule":172,"customdescription":26,"mdFm":173,"mdProseHtml":525},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"NON-DISCLOSURE AGREEMENT (NDA) This 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, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER",null,"Non Disclosure Agreement Nda","3",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":15,"description":6},"non disclosure agreement nda",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Confidentiality Agreements","/templates/confidentiality-agreement/","Non Disclosure Agreement Nda Template","https://templates.business-in-a-box.com/imgs/400px/12692.png","https://templates.business-in-a-box.com/imgs/600px/12692.png","\u003Ch4>Introduction\u003C/h4>\n\u003Cp>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.\u003C/p>\n\u003Ch5>When to Use an NDA\u003C/h5>\n\u003Cp>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.\u003C/p>\n\u003Ch5>Types of NDAs\u003C/h5>\n\u003Cul>\n\u003Cli>\u003Cstrong>Unilateral (One Way):\u003C/strong> Only one party discloses confidential information, and the recipient is bound to secrecy.\u003C/li>\n\u003Cli>\u003Cstrong>Mutual (Bilateral):\u003C/strong> Both parties exchange sensitive data and agree to protect each other’s disclosures.\u003C/li>\n\u003Cli>\u003Cstrong>Multilateral:\u003C/strong> Involves three or more parties sharing confidential information among themselves.\u003C/li>\n\u003C/ul>\n\u003Ch5>Key Clauses to Include\u003C/h5>\n\u003Ctable>\n\u003Cthead>\n\u003Ctr>\u003Cth>Clause\u003C/th>\u003Cth>Purpose\u003C/th>\u003C/tr>\n\u003C/thead>\n\u003Ctbody>\n\u003Ctr>\u003Ctd>\u003Cstrong>Parties & Effective Date\u003C/strong>\u003C/td>\u003Ctd>Clearly identify the Disclosing and Receiving parties and the date the agreement begins.\u003C/td>\u003C/tr>\n\u003Ctr>\u003Ctd>\u003Cstrong>Definition of Confidential Information\u003C/strong>\u003C/td>\u003Ctd>Describe what’s protected—written, verbal, digital, or visual—without being overly broad.\u003C/td>\u003C/tr>\n\u003Ctr>\u003Ctd>\u003Cstrong>Exclusions\u003C/strong>\u003C/td>\u003Ctd>Explicitly exempt information that’s public, previously known, independently developed, or lawfully obtained.\u003C/td>\u003C/tr>\n\u003Ctr>\u003Ctd>\u003Cstrong>Obligations of Receiving Party\u003C/strong>\u003C/td>\u003Ctd>Restrict copying, sharing, or using the information beyond permitted purposes. Include responsibilities for third parties or associates.\u003C/td>\u003C/tr>\n\u003Ctr>\u003Ctd>\u003Cstrong>Duration\u003C/strong>\u003C/td>\u003Ctd>Set a timeframe—commonly 2–5 years, depending on the nature of the information. Trade secrets may warrant longer terms.\u003C/td>\u003C/tr>\n\u003Ctr>\u003Ctd>\u003Cstrong>Return or Destruction of Information\u003C/strong>\u003C/td>\u003Ctd>Require the return or deletion of confidential materials at the agreement’s end or on demand.\u003C/td>\u003C/tr>\n\u003Ctr>\u003Ctd>\u003Cstrong>Remedies & Dispute Resolution\u003C/strong>\u003C/td>\u003Ctd>Establish consequences for breaches—potential arbitration or legal action rather than court litigation.\u003C/td>\u003C/tr>\n\u003Ctr>\u003Ctd>\u003Cstrong>Governing Law & Jurisdiction\u003C/strong>\u003C/td>\u003Ctd>Specify which state or country laws apply.\u003C/td>\u003C/tr>\n\u003C/tbody>\n\u003C/table>\n\u003Ch5>Customization Tips & Best Practices\u003C/h5>\n\u003Col>\n\u003Cli>\u003Cstrong>Tailor for the Situation:\u003C/strong> Refer to the correct NDA type—contractor, employee, investor, or real estate—based on how information is shared.\u003C/li>\n\u003Cli>\u003Cstrong>Avoid Unnecessary Complexity:\u003C/strong> Use clear, precise language. Courts may reject overly broad or vague definitions.\u003C/li>\n\u003Cli>\u003Cstrong>Ensure Readability:\u003C/strong> Break content into bullet points, tables, or clear headings to make it user-friendly. This also helps SEO by reducing keyword stuffing.\u003C/li>\n\u003Cli>\u003Cstrong>Update Regularly:\u003C/strong> Review your template periodically to include new protections or aligned with current legal requirements.\u003C/li>\n\u003C/ol>\n\u003Ch5>Why Use This Template\u003C/h5>\n\u003Cul>\n\u003Cli>\u003Cstrong>Clarity and Legal Precision:\u003C/strong> Covers essential elements without unnecessary jargon.\u003C/li>\n\u003Cli>\u003Cstrong>Customizable\u003C/strong> for a wide range of situations—from startups to enterprise projects.\u003C/li>\n\u003Cli>\u003Cstrong>SEO friendly structure:\u003C/strong> Balanced keyword usage, helpful organization, and focused headings make it accessible to users and search engines alike.\u003C/li>\n\u003C/ul>\n\u003Ch5>Extra Tips for Effective Use:\u003C/h5>\n\u003Cul>\n\u003Cli>Before sharing any confidential information, ensure all parties have signed the NDA.\u003C/li>\n\u003Cli>Keep a signed copy stored securely, accessible for any potential enforcement.\u003C/li>\n\u003Cli>When in doubt—especially for high-stakes scenarios—consult a legal professional.\u003C/li>\n\u003C/ul>\n\u003Cp>Updated in July 2025\u003C/p>\n",[28,17,20],{"label":29,"url":30},"Templates","/templates/",[32,33,34],{"label":29,"url":30},{"label":18,"url":19},{"label":35,"url":36},"Confidentiality & NDA","/templates/confidentiality-and-nda/",[38,42,46,50,54,58,62,66,70,74,78,82,86,105,120,134,147,159],{"label":39,"url":40,"thumb":41,"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":43,"url":44,"thumb":45,"extension":10},"Mutual Non-Disclosure Agreement","/template/mutual-non-disclosure-agreement-D955","https://templates.business-in-a-box.com/imgs/250px/955.png",{"label":47,"url":48,"thumb":49,"extension":10},"Visitors Non-Disclosure Agreement","/template/visitors-non-disclosure-agreement-D957","https://templates.business-in-a-box.com/imgs/250px/957.png",{"label":51,"url":52,"thumb":53,"extension":10},"Author-Publisher Non-Disclosure Agreement","/template/author-publisher-non-disclosure-agreement-D947","https://templates.business-in-a-box.com/imgs/250px/947.png",{"label":55,"url":56,"thumb":57,"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":59,"url":60,"thumb":61,"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":63,"url":64,"thumb":65,"extension":10},"Employee Non Disclosure Agreement","/template/employee-non-disclosure-agreement-D538","https://templates.business-in-a-box.com/imgs/250px/538.png",{"label":67,"url":68,"thumb":69,"extension":10},"Consultant Non-Disclosure Agreement","/template/consultant-non-disclosure-agreement-D153","https://templates.business-in-a-box.com/imgs/250px/153.png",{"label":71,"url":72,"thumb":73,"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":75,"url":76,"thumb":77,"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":79,"url":80,"thumb":81,"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":83,"url":84,"thumb":85,"extension":10},"Interview Confidential Disclosure Agreement","/template/interview-confidential-disclosure-agreement-D582","https://templates.business-in-a-box.com/imgs/250px/582.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":9,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":95,"keywords":94,"url":104},"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":94,"description":6},"employment agreement_at will employee",[96,99,102],{"label":97,"url":98},"Human Resources","human-resources",{"label":100,"url":101},"Hire an Employee","hire-employee",{"label":18,"url":103},"business-legal-agreements","/template/employment-agreement_at-will-employee-D541",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":109,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":114,"keywords":118,"url":119},"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},[115],{"label":116,"url":117},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":121,"descriptionCustom":6,"label":122,"pages":123,"size":124,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":129,"keywords":132,"url":133},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation 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 \"Second 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] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement","1",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[130,131],{"label":18,"url":103},{"label":18,"url":103},"general non compete agreement","/template/general-non-compete-agreement-D882",{"description":135,"descriptionCustom":6,"label":136,"pages":8,"size":9,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":145,"url":146},"[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","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":141,"description":6},"letter of intent_acquisition of business",[143,144],{"label":18,"url":103},{"label":18,"url":103},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":148,"descriptionCustom":6,"label":149,"pages":108,"size":9,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":158},"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":154,"description":6},"service agreement",[156,157],{"label":18,"url":103},{"label":18,"url":103},"/template/service-agreement-D12711",{"description":160,"descriptionCustom":6,"label":161,"pages":89,"size":162,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":167,"keywords":170,"url":171},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), 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: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[168,169],{"label":18,"url":103},{"label":18,"url":103},"joint venture agreement","/template/joint-venture-agreement-D889",true,{"seo":174,"reviewer":186,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":220,"glossary":249,"clauses":282,"how_to_fill":333,"common_mistakes":374,"faqs":399,"industries":427,"comparisons":452,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":512,"classification":513},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Non-Disclosure Agreement (NDA) Template (Free Word)","Free NDA template to protect confidential business information. Covers mutual and one-way disclosure, trade secrets, exclusions, and breach remedies. Free Word and PDF download.","non-disclosure agreement template",[179,180,181,182,183,184,185],"nda template","non-disclosure agreement template word","nda template free","mutual nda template","non-disclosure agreement sample","nda template download","business nda template",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":191,"legal_review_recommended":172,"signature_required":172},"medium",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Non-Disclosure Agreement (NDA) is a legally binding contract in which one or both parties agree to keep defined confidential information secret and refrain from using it for any purpose outside the agreed relationship. This free Word download covers mutual and one-way disclosure structures, trade secret protections, permitted disclosures, and breach remedies — ready to edit online and export as PDF for signing.\n","Use it before sharing sensitive business information with a potential partner, investor, contractor, employee, or vendor — any situation where disclosure is necessary but unauthorized use or re-disclosure would cause real harm. It should be signed before confidential information changes hands, not after.\n","Party identification and relationship context, a precise definition of confidential information, permitted use and disclosure restrictions, standard exclusions, term and survival provisions, remedies for breach, and governing law. Mutual variants include parallel obligations for both parties.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Startup founders","Protecting product concepts and financials shared with potential investors","persona-startup-founder",{"title":202,"use_case":203,"icon_asset_id":204},"Small business owners","Securing proprietary processes before engaging contractors or vendors","persona-small-business-owner",{"title":206,"use_case":207,"icon_asset_id":208},"HR managers","Requiring confidentiality from employees with access to sensitive data","persona-hr-manager",{"title":210,"use_case":211,"icon_asset_id":212},"Business development executives","Covering due diligence information exchanged in M&A or partnership talks","persona-operations-director",{"title":214,"use_case":215,"icon_asset_id":216},"Freelancers and consultants","Agreeing to protect client data, systems, and strategies during an engagement","persona-freelancer",{"title":218,"use_case":219,"icon_asset_id":200},"Product and engineering teams","Onboarding third-party developers or vendors without exposing proprietary IP",[221,225,229,233,237,241,245],{"situation":222,"recommended_template":223,"slug":224},"Both parties are sharing confidential information with each other","Mutual NDA","mutual-non-disclosure-agreement-D955",{"situation":226,"recommended_template":227,"slug":228},"Only one party is disclosing — e.g., sharing a business idea with a vendor","One-Way (Unilateral) NDA","non-disclosure-agreement-nda-D12692",{"situation":230,"recommended_template":231,"slug":232},"Protecting confidential information shared with a new employee","Employee Confidentiality Agreement","employee-non-disclosure-agreement-D538",{"situation":234,"recommended_template":235,"slug":236},"Covering information shared during a potential acquisition or merger","M&A Confidentiality Agreement","how-to-conduct-a-merger-or-acquisition-D12968",{"situation":238,"recommended_template":239,"slug":240},"Engaging an independent contractor on a sensitive project","Independent Contractor NDA","independent-contractor-agreement-D160",{"situation":242,"recommended_template":243,"slug":244},"Sharing proprietary technology with a potential licensing partner","Technology Non-Disclosure Agreement","contractor-non-disclosure-agreement-nda-D13825",{"situation":246,"recommended_template":247,"slug":248},"Protecting client information in a professional services engagement","Client Confidentiality Agreement","confidentiality-agreement-D950",[250,253,256,259,261,264,267,270,273,276,279],{"term":251,"definition":252},"Confidential Information","The specific category of information a party agrees to protect — typically defined in the NDA to include trade secrets, business plans, financial data, and technical know-how.",{"term":254,"definition":255},"Disclosing Party","The party sharing confidential information and seeking protection under the NDA.",{"term":257,"definition":258},"Receiving Party","The party receiving confidential information and taking on the obligation to keep it secret and use it only as permitted.",{"term":223,"definition":260},"An NDA in which both parties share confidential information and each owes confidentiality obligations to the other.",{"term":262,"definition":263},"Unilateral NDA","An NDA in which only one party discloses confidential information and the other party is bound to protect it.",{"term":265,"definition":266},"Trade Secret","Commercially valuable information that derives value from being kept secret and is subject to reasonable measures to maintain its secrecy — protected by law in most jurisdictions.",{"term":268,"definition":269},"Permitted Disclosure","Circumstances in which the receiving party may legally share confidential information without breaching the NDA — typically limited to employees or advisers with a need to know, and compelled legal disclosures.",{"term":271,"definition":272},"Survival Clause","A provision stating that confidentiality obligations continue for a defined period after the NDA expires or the underlying relationship ends.",{"term":274,"definition":275},"Injunctive Relief","A court order compelling a party to stop a specific action — such as continuing to disclose confidential information — without waiting for a full damages trial.",{"term":277,"definition":278},"Residuals Clause","A clause allowing the receiving party to use information retained in unaided human memory even after the NDA ends — often resisted by disclosing parties as it weakens trade-secret protection.",{"term":280,"definition":281},"Return or Destruction","An NDA obligation requiring the receiving party to return or certifiably destroy all confidential materials upon termination of the agreement.",[283,288,293,298,303,308,313,318,323,328],{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Parties and recitals","Identifies the disclosing party, receiving party, their legal entity types, and the business context that makes disclosure necessary.","This Non-Disclosure Agreement ('Agreement') is entered into as of [DATE] between [DISCLOSING PARTY LEGAL NAME], a [STATE] [ENTITY TYPE] ('Disclosing Party'), and [RECEIVING PARTY LEGAL NAME], a [STATE] [ENTITY TYPE] ('Receiving Party'), in connection with [PURPOSE OF DISCLOSURE].","Using trade names instead of full registered legal entity names — if a breach occurs, enforcing the agreement against the wrong entity can void the whole claim.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Definition of confidential information","Specifies exactly what information is covered — the broader and more precise this definition, the easier it is to enforce.","'Confidential Information' means any non-public information disclosed by the Disclosing Party in any form, including but not limited to technical data, trade secrets, financial projections, customer lists, product roadmaps, and business strategies, whether disclosed orally, in writing, or by inspection of tangible objects.","Relying on a catch-all like 'all information shared' with no specificity — courts applying a reasonableness standard may narrow vague definitions so broadly that key data falls outside protection.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Permitted use","Limits the receiving party to using confidential information solely for the specific purpose stated in the agreement — not for any other commercial advantage.","Receiving Party shall use the Confidential Information solely for the purpose of [EVALUATING A POTENTIAL BUSINESS RELATIONSHIP / SPECIFIC PURPOSE] and for no other purpose without prior written consent of Disclosing Party.","Stating the permitted purpose too broadly (e.g., 'business purposes') so that the receiving party can argue almost any use is permitted — define the specific transaction or project.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Obligations of the receiving party","States the core duty: keep the information secret, apply at least the same care as the receiving party uses for its own confidential information, and disclose only to those with a need to know.","Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; (c) limit access to employees and advisers who have a need to know and are bound by obligations no less restrictive than this Agreement; and (d) use at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.","Omitting the 'need to know' limitation, which allows the receiving party to share with any employee — significantly expanding exposure if an insider misuses the information.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Exclusions from confidential information","Carves out information that is already public, independently developed, or lawfully received from a third party — standard exclusions that courts expect to see.","The obligations of this Agreement do not apply to information that: (a) is or becomes publicly available through no act or omission of Receiving Party; (b) was rightfully in Receiving Party's possession before disclosure; (c) is independently developed by Receiving Party without use of Confidential Information; or (d) is lawfully obtained from a third party without restriction.","Drafting exclusions too narrowly or omitting them entirely — this creates an unenforceable agreement because courts impose standard exclusions by default, often in terms less favorable to the disclosing party.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Compelled disclosure","Addresses what happens when the receiving party is legally required to disclose — e.g., by subpoena or regulatory demand — and requires prompt notice so the disclosing party can seek a protective order.","If Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, it shall: (a) provide Disclosing Party with prompt written notice (to the extent permitted by law); (b) cooperate with Disclosing Party's efforts to seek a protective order or other remedy; and (c) disclose only the minimum information required.","No compelled-disclosure clause at all — leaving the disclosing party with no opportunity to challenge or limit a subpoena before production occurs.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Term and survival","Sets how long the NDA is in force and how long confidentiality obligations survive after expiry — which may differ for trade secrets versus ordinary business information.","This Agreement shall remain in effect for [X] years from the date of execution. Notwithstanding expiration, obligations with respect to trade secrets shall survive indefinitely, and obligations with respect to other Confidential Information shall survive for [X] years following termination.","Setting a single short term (e.g., 1 year) with no survival clause — a competitor could wait out the term and then freely use information that remains competitively sensitive years after disclosure.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Return or destruction of materials","Requires the receiving party to return or destroy all confidential materials and certify the destruction upon request or termination of the agreement.","Upon written request by Disclosing Party or termination of this Agreement, Receiving Party shall promptly return or certifiably destroy all tangible materials containing Confidential Information and, upon request, provide written certification of such destruction within [10] business days.","No return-or-destroy clause, leaving confidential materials in the receiving party's systems indefinitely — particularly problematic when an employee changes jobs or a vendor relationship ends badly.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Remedies and injunctive relief","Acknowledges that monetary damages may be inadequate for a breach and that the disclosing party is entitled to seek injunctive relief without posting a bond.","Receiving Party acknowledges that breach of this Agreement would cause irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy, and that Disclosing Party shall be entitled to seek injunctive or other equitable relief without the necessity of posting a bond or proving actual damages.","Relying on damages alone without injunctive-relief language — without it, a court may require proof of monetary harm before issuing an emergency order to stop ongoing disclosure.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Governing law and dispute resolution","Specifies which jurisdiction's law governs and how disputes are resolved — arbitration, mediation, or litigation in a named venue.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute shall be resolved by [binding arbitration in [CITY] / litigation in the courts of [JURISDICTION]].","Choosing a governing law with no connection to where either party operates — several jurisdictions, including California, apply local trade-secret law regardless of the chosen governing law clause.",[334,339,344,349,354,359,364,369],{"step":335,"title":336,"description":337,"tip":338},1,"Identify the parties with their full legal names","Enter the registered legal entity name — not a brand or DBA — for both the disclosing party and the receiving party. Include entity type (LLC, Inc., LP) and state or country of formation.","Verify the exact legal name against your corporate registry filing before signing — mismatches create enforcement problems if the agreement is ever litigated.",{"step":340,"title":341,"description":342,"tip":343},2,"Choose mutual or unilateral structure","Decide whether both parties will be sharing confidential information (mutual) or only one party is disclosing (unilateral). Mutual NDAs are standard in partnership, M&A, and joint-venture discussions; unilateral NDAs suit vendor or contractor relationships where only the business is disclosing.","Default to mutual when in doubt — receiving parties are more willing to sign an agreement that imposes equal obligations on both sides.",{"step":345,"title":346,"description":347,"tip":348},3,"Define confidential information specifically","List the categories of information being shared — product roadmaps, financial projections, customer data, source code, formulas — rather than relying solely on a catch-all. If specific documents are known at signing, reference them in a schedule.","Mark physical and digital materials 'CONFIDENTIAL' at the time of disclosure to create a clear record that the receiving party was on notice.",{"step":350,"title":351,"description":352,"tip":353},4,"State the permitted purpose precisely","Enter the specific transaction, project, or evaluation that justifies disclosure — e.g., 'evaluating a potential Series A investment,' 'assessing a software integration partnership,' or 'performing contracted development services for Project X.'","A narrow purpose clause is your first line of defense if the receiving party later claims a broader use was implied.",{"step":355,"title":356,"description":357,"tip":358},5,"Set the term and survival period","Choose a primary term (typically 1–3 years for commercial NDAs) and a separate survival period for trade secrets. Trade-secret obligations should survive indefinitely or for as long as the information retains its competitive value.","For NDAs covering technical IP or pharmaceutical formulations, a 5-year term with indefinite trade-secret survival is more common than the standard 2-year term.",{"step":360,"title":361,"description":362,"tip":363},6,"Confirm the governing law matches the parties' locations","Select a governing jurisdiction where at least one party is headquartered or where enforcement is practical. Avoid jurisdictions with no connection to either party — courts may decline to apply the chosen law.","If parties are in different states or countries, the disclosing party's jurisdiction is generally the stronger choice because local courts are more familiar with local trade-secret law.",{"step":365,"title":366,"description":367,"tip":368},7,"Execute before any confidential information is shared","Both parties must sign the NDA before any disclosure occurs. Post-disclosure signatures create an argument that the information was voluntarily shared without restriction, weakening enforceability.","Use a timestamped e-signature tool so you have a verifiable record that the agreement was executed before the first disclosure meeting or data room was opened.",{"step":370,"title":371,"description":372,"tip":373},8,"Retain a fully executed copy in a secure location","Store the signed NDA alongside a log of what was disclosed, when, and to whom. This documentation is essential if you ever need to prove the scope of the agreement in a dispute.","Create a disclosure log — a simple spreadsheet noting date, recipient, format, and description of each disclosure — starting from day one of the relationship.",[375,379,383,387,391,395],{"mistake":376,"why_it_matters":377,"fix":378},"Signing the NDA after the first disclosure meeting","Information shared before the NDA was signed may be treated as voluntarily disclosed without restriction, removing it from the agreement's protection entirely.","Execute the NDA before any meeting, call, or data room access where confidential information will be discussed — no exceptions.",{"mistake":380,"why_it_matters":381,"fix":382},"Defining confidential information as 'everything'","Courts apply a reasonableness standard; an overbroad definition signals the disclosing party hasn't identified what actually needs protection, and judges may narrow it in ways that leave critical data unprotected.","Enumerate specific categories — financial data, customer lists, source code, formulas — and use a catch-all only as a supplement, not a substitute.",{"mistake":384,"why_it_matters":385,"fix":386},"No survival clause for trade secrets","A 2-year NDA with no survival clause means confidentiality obligations expire on schedule even if the receiving party still holds highly sensitive technical or commercial data.","Add a separate survival provision stating that trade-secret obligations continue indefinitely and other confidential information obligations survive for at least 3–5 years post-termination.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting the injunctive-relief acknowledgment","Without this clause, a court may require the disclosing party to prove quantifiable monetary damages before issuing an emergency stop order — by which time the damage is done.","Include standard language in which the receiving party acknowledges irreparable harm and consents to injunctive relief without bond, which gives the disclosing party an expedited legal remedy.",{"mistake":392,"why_it_matters":393,"fix":394},"Using a mutual NDA structure when only one party is disclosing","A mutual NDA imposes obligations on the disclosing party it did not intend to accept — including restrictions on using information about the receiving party that flows back during the conversation.","Match the NDA structure to the actual disclosure dynamic. Use a unilateral NDA when only one party is sharing sensitive information; reserve mutual structures for genuine two-way exchanges.",{"mistake":396,"why_it_matters":397,"fix":398},"No return-or-destruction clause","Without it, confidential documents, presentations, and data files remain in the receiving party's possession after the relationship ends — creating ongoing leakage and re-disclosure risk.","Include a clause requiring return or certified destruction of all confidential materials within 10 business days of termination, with written confirmation provided to the disclosing party.",[400,403,406,409,412,415,418,421,424],{"question":401,"answer":402},"What is a non-disclosure agreement (NDA)?","A non-disclosure agreement is a legally binding contract in which one or both parties agree to keep specified confidential information secret and to use it only for the purpose defined in the agreement. It creates an enforceable obligation of confidentiality — backed by the right to seek damages and injunctive relief if the receiving party breaches. NDAs are used before sharing trade secrets, business plans, financial data, customer lists, and proprietary technology with potential partners, investors, contractors, or employees.\n",{"question":404,"answer":405},"What is the difference between a mutual NDA and a one-way NDA?","A mutual NDA imposes confidentiality obligations on both parties because both are sharing sensitive information — common in M&A due diligence, joint ventures, and technology partnerships. A one-way (unilateral) NDA binds only the receiving party because only the disclosing party is sharing sensitive information — typical when a business shares its concept with a vendor or contractor. Using the wrong structure can impose unintended obligations on the disclosing party.\n",{"question":407,"answer":408},"Is an NDA legally enforceable?","An NDA is generally enforceable when properly executed, the confidential information is adequately defined, the obligations are reasonable in scope, and consideration exists — typically the disclosure itself or an underlying business relationship. Overly broad definitions, unreasonably long terms, or provisions that attempt to restrict publicly available information weaken enforceability. Courts in some jurisdictions — notably California — also limit certain NDA provisions that restrict an employee's ability to report illegal activity.\n",{"question":410,"answer":411},"How long does an NDA last?","Commercial NDAs typically run 1–3 years as the primary term, with a separate survival period for trade secrets that may extend indefinitely. Employee confidentiality agreements often survive the employment relationship with no fixed end date. For highly sensitive technical IP or pharmaceutical data, 5-year terms with indefinite trade-secret survival are standard. The right duration depends on how long the information retains its competitive value.\n",{"question":413,"answer":414},"What information is excluded from NDA protection?","Standard exclusions cover information that was already publicly available before disclosure, was already in the receiving party's possession, is independently developed by the receiving party without using the disclosed information, or is lawfully obtained from a third party with no restriction on disclosure. Courts apply these exclusions as a matter of public policy even if the NDA does not explicitly state them — so it is better to include them explicitly in terms you control.\n",{"question":416,"answer":417},"Can an NDA stop an employee from reporting illegal activity?","No. In most jurisdictions, NDAs cannot prevent employees from reporting illegal activity, workplace safety violations, or securities law breaches to government regulators. In the US, the Defend Trade Secrets Act explicitly protects whistleblower disclosures to government agencies even when an NDA is in place. Many jurisdictions now require NDAs to include an express whistleblower carve-out, and agreements that omit it may be partially or fully unenforceable.\n",{"question":419,"answer":420},"Do I need a lawyer to draft an NDA?","For straightforward commercial NDAs covering typical business information, a well-structured template is generally sufficient. Legal review is worth the investment when the NDA covers highly valuable trade secrets or proprietary technology, the other party is a sophisticated enterprise that will negotiate terms, or the agreement spans multiple jurisdictions with different trade-secret laws. A lawyer's review of a template typically costs $200–$500 and takes 1–2 days.\n",{"question":422,"answer":423},"What remedies are available if someone breaches an NDA?","The primary remedies are injunctive relief — a court order stopping ongoing disclosure immediately — and monetary damages for quantifiable losses caused by the breach. Some NDAs include liquidated damages clauses specifying a fixed amount per breach. Proving monetary damages from confidentiality breaches is often difficult, which is why injunctive-relief language is the most practically important clause in an NDA. Attorney's fees provisions, where enforceable, further deter breaches.\n",{"question":425,"answer":426},"What is the difference between an NDA and a confidentiality clause in a contract?","A standalone NDA is a dedicated agreement governing confidentiality for a defined relationship or transaction. A confidentiality clause is a single provision embedded in a larger contract — such as an employment agreement, vendor contract, or service agreement — that covers confidentiality within that specific deal. A standalone NDA is appropriate when confidential information will be shared before a broader contract is signed, or when you need a more detailed confidentiality framework than a single clause can provide.\n",[428,432,436,440,444,448],{"industry":429,"icon_asset_id":430,"specifics":431},"Technology / SaaS","industry-saas","Source code, algorithms, product roadmaps, and API architecture require broad technical IP definitions and indefinite trade-secret survival to match their long competitive lifespan.",{"industry":433,"icon_asset_id":434,"specifics":435},"Financial Services","industry-fintech","Client data, proprietary trading strategies, and deal terms are subject to both contractual NDA obligations and independent regulatory confidentiality duties under SEC, FINRA, and banking regulations.",{"industry":437,"icon_asset_id":438,"specifics":439},"Healthcare / Life Sciences","industry-healthtech","Clinical trial data, drug formulations, and patient information carry both NDA protection and independent HIPAA obligations — the NDA must not contradict or undermine regulatory duties.",{"industry":441,"icon_asset_id":442,"specifics":443},"Manufacturing","industry-manufacturing","Proprietary formulas, production processes, and supplier pricing are long-lived trade secrets that benefit from indefinite survival clauses and physical document-handling obligations covering prototypes and samples.",{"industry":445,"icon_asset_id":446,"specifics":447},"Professional Services","industry-professional-services","Client strategy, financial data, and competitive intelligence shared during engagements must be protected with permitted-use clauses that prevent cross-client disclosure or internal commercial use of learned insights.",{"industry":449,"icon_asset_id":450,"specifics":451},"Retail / E-commerce","industry-ecommerce","Supplier pricing, customer acquisition data, and private-label product designs are key assets requiring NDA coverage before vendor negotiations or white-label manufacturing discussions begin.",[453,457,459,463],{"vs":454,"vs_template_id":455,"summary":456},"Employment Contract","employment-agreement_at-will-employee-D541","An employment contract typically includes a confidentiality clause as one of several provisions covering salary, duties, and termination. A standalone NDA provides a more detailed and independently enforceable confidentiality framework, and is essential when sensitive information is shared before the employment relationship is formalized — such as during the interview or onboarding process.",{"vs":107,"vs_template_id":240,"summary":458},"An independent contractor agreement covers project scope, fees, IP ownership, and basic confidentiality in a single document. A standalone NDA provides deeper confidentiality protection and is typically executed before the contractor agreement — covering the proposal and scoping phase when sensitive information is disclosed to evaluate whether to engage the contractor at all.",{"vs":460,"vs_template_id":461,"summary":462},"Non-Compete Agreement","non-compete-agreement-D12693","An NDA prohibits disclosure and misuse of confidential information but does not restrict where a party can work or what business they can start. A non-compete agreement restricts post-relationship competitive activity. These serve different protective goals and are frequently signed together — the NDA protects information; the non-compete protects market position.",{"vs":464,"vs_template_id":465,"summary":466},"Letter of Intent (LOI)","letter-of-intent-D12551","A letter of intent outlines the proposed terms of a deal — price, structure, timeline — before a binding agreement is finalized. An NDA governs the confidentiality of information shared during the LOI and due-diligence phase. In most transactions, the NDA is signed first, then the LOI, then the definitive agreement. Using an LOI without a prior NDA leaves deal terms and due-diligence materials unprotected.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Standard commercial NDAs for vendor, contractor, or early-stage partnership discussions where the information involved is typical business data","Free","15–30 minutes",{"best_for":473,"cost":474,"time":475},"NDAs covering valuable trade secrets, cross-border disclosure, or negotiations with a sophisticated counterparty that will mark up the agreement","$200–$500","1–2 days",{"best_for":477,"cost":478,"time":479},"High-value M&A due diligence, pharmaceutical or biotech IP disclosures, or multi-party NDAs with complex carve-outs and jurisdiction-specific requirements","$1,000–$3,500+","3–7 days",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Trade secrets are protected federally under the Defend Trade Secrets Act (DTSA) of 2016 and at the state level under the Uniform Trade Secrets Act (adopted in most states). California prohibits most post-employment non-competes and limits NDA provisions that restrict employees from discussing wages or reporting illegal conduct. The DTSA requires NDAs to include a whistleblower immunity notice for employees and contractors — omitting it prevents the employer from claiming exemplary damages in a DTSA lawsuit.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Canada has no single federal trade-secret statute; protection flows from common-law breach-of-confidence principles and provincial privacy legislation including PIPEDA and Quebec's Law 25. Quebec contracts must be in French for provincially regulated employers, and bilingual NDAs are standard practice. Courts in Ontario and BC apply a reasonableness test to confidentiality scope and term — indefinite obligations on non-trade-secret information are frequently challenged.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","UK trade secrets are protected under the Trade Secrets (Enforcement, etc.) Regulations 2018, which align with the EU Trade Secrets Directive. NDAs cannot lawfully prevent disclosure of wrongdoing, workplace harassment, or criminal conduct — a wave of post-2018 legislative attention means NDAs that include such restrictions are increasingly unenforceable and may expose the drafter to professional sanction. Courts apply a proportionality test to scope and duration.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","The EU Trade Secrets Directive (2016/943), implemented by all member states, harmonizes the definition of trade secrets and the remedies available for misappropriation. GDPR intersects with NDA obligations where confidential information includes personal data — the NDA must not authorize processing that GDPR prohibits. Post-employment confidentiality obligations that are excessively broad may violate freedom-of-movement principles in some member states, and financial compensation may be required to enforce restrictions beyond a reasonable term.",[455,240,502,503,504,505,506,507,508,509,510,511],"general-non-compete-agreement-D882","letter-of-intent_acquisition-of-business-D5197","service-agreement-D12711","joint-venture-agreement-D889","consulting-agreement---long-D12543","intellectual-property-assignment-D5229","employment-agreement-executive-D543","partnership-agreement-D12703","vendor-agreement-D13292","term-sheet-D473",{"emit_how_to":172,"emit_defined_term":172},{"primary_folder":103,"secondary_folder":514,"document_type":515,"industry":516,"business_stage":517,"tags":518,"confidence":524},"confidentiality-and-nda","agreement","general","all-stages",[519,520,521,522,523],"nda","confidentiality","legal","contract","non-disclosure-agreement",0.99,"\u003Ch2>What is a Non-Disclosure Agreement (NDA)?\u003C/h2>\n\u003Cp>A \u003Cstrong>Non-Disclosure Agreement (NDA)\u003C/strong> — also called a confidentiality agreement — is a legally binding contract in which one or both parties commit to keeping defined confidential information secret and using it only for the specific purpose the agreement authorizes. It identifies what information is covered, who may access it, how long the obligations last, and what remedies are available if the receiving party discloses or misuses protected information. NDAs are enforced through civil litigation, and courts regularly grant emergency injunctive relief to stop ongoing disclosure — making them one of the most practically effective tools for protecting trade secrets, business plans, customer data, and proprietary technology before they leave your control.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Every time you share sensitive information before a formal contract is in place — pitching to an investor, vetting a vendor, onboarding a contractor, or negotiating a partnership — that information is at risk. Without a signed NDA, a recipient who walks away with your product concept, pricing model, or client list faces no contractual obligation to keep it confidential, and proving a breach-of-confidence claim without a written agreement is expensive and uncertain. The consequences range from a competitor learning your roadmap to a prospective investor sharing your financials with a rival portfolio company. A properly executed NDA, signed before the first disclosure, creates enforceable obligations backed by the right to seek injunctive relief the moment a breach begins — not months later after damages have accumulated. This template gives you a complete, jurisdiction-ready starting point in 15 minutes.\u003C/p>\n",1781185943142]