How To Write An NDA

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Title: NON-DISCLOSURE AGREEMENT (NDA) TEMPLATE

This document outlines the standard clauses and considerations for drafting a Non-Disclosure Agreement. It serves as a guide and should be adapted to specific circumstances.

1. Parties to the Agreement

Clearly identify the parties entering into the agreement. This typically includes the Disclosing Party (the party revealing confidential information) and the Receiving Party (the party receiving the confidential information).

**Disclosing Party:**

Legal Name: {{disclosing_party_legal_name}}

Address: {{disclosing_party_address}}

Representative: {{disclosing_party_representative}}

**Receiving Party:**

Legal Name: {{receiving_party_legal_name}}

Address: {{receiving_party_address}}

Representative: {{receiving_party_representative}}

2. Purpose of the Disclosure

State the reason for sharing confidential information. This helps define the scope of the agreement and justify the need for confidentiality.

**Example:** The parties are considering a potential {{purpose_of_disclosure}} (e.g., business collaboration, investment, employment opportunity) related to {{project_description}} (the 'Purpose').

3. Definition of Confidential Information

This is a critical section. Define what constitutes 'Confidential Information' broadly but clearly, including examples of what is covered and what is excluded.

**Confidential Information** means any and all technical and non-technical information provided by the Disclosing Party to the Receiving Party, in any form, including but not limited to, oral, written, graphic or electronic. This includes, without limitation, information regarding: (a) products, services, processes, designs, marketing plans, business plans, financial information, customer lists, pricing, and supplier lists; (b) trade secrets; (c) proprietary software, source code, and object code; (d) know-how; (e) inventions, whether patentable or not.

**Exclusions:** Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received by the Receiving Party from a third party without restriction on disclosure.

4. Obligations of the Receiving Party

Outline the strict obligations of the Receiving Party regarding the use, protection, and disclosure of Confidential Information.

The Receiving Party agrees to: (a) use the Confidential Information solely for the Purpose; (b) maintain the Confidential Information in strict confidence and prevent its unauthorized disclosure; (c) protect the Confidential Information with the same degree of care as it uses for its own confidential information, but in no event less than a reasonable degree of care; (d) limit access to the Confidential Information to those of its employees, agents, or contractors who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as stringent as those contained herein; (e) notify the Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information.

5. Term of Agreement and Confidentiality Period

Specify how long the agreement will be in effect and, importantly, how long the confidentiality obligations will last.

This Agreement shall commence on {{effective_date}} and shall continue until {{termination_date}}.

The obligations of confidentiality hereunder shall survive the termination or expiration of this Agreement for a period of {{confidentiality_period_years}} years.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party's request, or upon termination of the agreement, the Receiving Party must return or destroy all Confidential Information.

Upon written request by the Disclosing Party, or upon the termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information (and all copies thereof) disclosed under this Agreement, and shall certify such return or destruction in writing to the Disclosing Party.

7. Remedies and Injunctive Relief

Clarify the legal recourse available to the Disclosing Party in the event of a breach.

The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

8. Governing Law and Jurisdiction

Specify the laws that will govern the agreement and the jurisdiction where disputes will be resolved.

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}.

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{governing_jurisdiction_city}}, {{governing_jurisdiction_country}}.

9. Entire Agreement and Amendments

Confirm that this document represents the complete agreement and how it can be modified.

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

**DISCLOSING PARTY:**

_____________________________

By: {{disclosing_party_signatory_name}}

Title: {{disclosing_party_signatory_title}}

**RECEIVING PARTY:**

_____________________________

By: {{receiving_party_signatory_name}}

Title: {{receiving_party_signatory_title}}

Date: {{signature_date}}