Non-Disclosure Agreement (NDA) Template

Use our non-disclosure agreement to protect your confidential information from unauthorized disclosure.

non-disclosure agreement template

Updated September 4, 2024
Written by Josh Sainsbury | Reviewed by Brooke Davis

A non-disclosure agreement (NDA) is a contract between two parties in which one party shares confidential information and the other promises not to disclose it. Confidential information is often sensitive, technical, commercial, or valuable in nature (e.g., trade secrets or proprietary information). Both parties sign the NDA, creating a binding contract to keep the information secret.

Non-Disclosure Agreement – By State

Types of Non-Disclosure Agreements

Most Popular

confidentiality agreement template

Basic/Standard Confidentiality Agreement

mutual non-disclosure agreement template

Mutual

Unilateral (One-Way) Non-Disclosure Agreement Template

Unilateral (One-Way)

employee non-disclosure agreement

Employee

interview non-disclosure agreement template

Interview

Intern Non-Disclosure and Confidentiality Agreement

Intern

Independent Contractor Non-Disclosure Agreement Template

Independent Contractor

HIPAA Employee Confidentiality Agreement Template

HIPAA Employee

hipaa business associate agreement template

Business Associate

Business Plan Non-Disclosure Agreement

Business Plan

Business Sale Non-Disclosure Agreement Template

Business Sale

Financial Information Non-Disclosure Agreement Template

Financial Information

Landlord-Tenant Non-Disclosure Agreement

Landlord-Tenant

Real Estate Buyer Non-Disclosure Agreement

Real Estate Buyer

Commercial Real Estate Non-Disclosure Agreement

Commercial Real Estate

Volunteer Non Disclosure Agreement Template

Volunteer

Movie Film Non-Disclosure Agreement Template

Movie (Film)

Patent/Invention Non-Disclosure Agreement

Patent/Invention

Trade Secret Non-Disclosure Agreement Template

Trade Secret

Software Development Non-Disclosure Agreement (NDA) Template

Software Development

Website Design Non-Disclosure Agreement (NDA) Template

Website Design

Product Development Non Disclosure and Confidentiality Agreement

Product Development

What Is a Non-Disclosure Agreement?

A non-disclosure agreement (NDA) is a legally binding document that creates a confidential relationship between the disclosing and receiving parties. It prevents the receiving parties from revealing sensitive information to unauthorized third parties. The parties entering this agreement refer to it to understand the terms under which they must keep the outlined information private.

What's the Difference Between a Non-Compete and a Non-Disclosure Agreement?

The main difference between a non-compete and a non-disclosure agreement is the business activities they intend to restrict.

The FTC recently issued a Final Rule to ban all non-compete agreements by September 4, 2024. However, a district court stopped the enforcement of this rule, so non-competes are still permitted. The FTC has until October 19 to appeal this decision.

Purpose of a Non-Disclosure Agreement

The purpose of an NDA is to keep trade secrets, confidential information, and proprietary information safe from unauthorized disclosure. This document encourages open communication by allowing the parties to freely share important information knowing that the other party won’t misuse it.

An NDA also clarifies confidentiality obligations, secures intellectual property, protects trade secrets, and provides legal recourse in case one party breaches its promise. It sets the legal framework to protect intellectual property and information from being stolen, sold, or shared with third parties, such as business competitors.

When to Use a Non-Disclosure Agreement

Situations when a company may use an NDA include the following:

For example, in a business context, imagine a startup tech company, InnoTechHive, developing a groundbreaking software solution. Before entering into discussions with potential investors, InnoTechHive requires them to sign an NDA to safeguard their proprietary algorithms and business strategies.

By signing the NDA, the investors agree not to disclose or use any confidential information shared during the discussions for their own benefit or to the detriment of InnoTechHive. This ensures that the startup can freely discuss any innovative ideas without fear of intellectual property theft, preserving its competitive advantage in the market.

Is an NDA Legally Binding and Enforceable?

Yes. NDAs are enforceable once signed. However, the following conditions must be true:

  1. The parties mutually agree to all its terms.
  2. The NDA provides a clear definition of the confidential information that the receiving party must not disclose.
  3. The parties created the NDA for a legitimate purpose (i.e., not to conceal illegal activity).
  4. The NDA specifies a reasonable scope and duration.
  5. The NDA contains some type of consideration. For example, the consideration can be the mutual exchange of sensitive information.
  6. All parties must enter the agreement willingly and have the legal capacity to do so.

If these conditions are true, the agreement is enforceable. The parties can pursue legal action and seek appropriate remedies if the other breaches the terms.

What Should an NDA Include?

Here are the key elements that an NDA should include: