🔒 Non-Disclosure Agreement (NDA) Template — Free Template

A one-way non-disclosure agreement for protecting confidential information disclosed by one party to another.

Who needs this

Businesses and individuals sharing confidential information with a recipient who needs access for a defined business purpose.

What it covers

• Definition of confidential information
• Obligations of the receiving party
• Permitted disclosures
• Term and survival
• Return of information
• Remedies for breach

Template clauses

1. Purpose

The Disclosing Party expects to disclose Confidential Information to the Receiving Party for the following purpose: {{purpose}} (the "Purpose"). This Agreement governs the Receiving Party's use and protection of that information.

2. Definition of Confidential Information

"Confidential Information" means non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by inspection, including {{confidential_info}} and other information that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

3. Obligations of Receiving Party

The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the Purpose; (c) disclose Confidential Information only to the following permitted recipients, and only where they need it for the Purpose: {{permitted_recipients}}; and (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.

5. Required Disclosures

If the Receiving Party is required by law, court order, or regulation to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice (where legally permitted) so the Disclosing Party may seek a protective order or other appropriate remedy.

6. Term

This Agreement shall remain in effect for {{agreement_term_years}} years from the Effective Date. The Receiving Party's confidentiality obligations shall survive termination for {{confidentiality_survival_years}} years, except that obligations concerning information qualifying as a trade secret continue for so long as that information remains protected as a trade secret under applicable law.

7. Return or Destruction

Upon written request of the Disclosing Party, the Receiving Party shall within {{return_destruction_days}} days return or destroy all Confidential Information in its possession and certify such destruction in writing.

8. Remedies

The parties acknowledge that monetary damages may be inadequate for any breach of this Agreement. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

9. No License

Nothing in this Agreement grants the Receiving Party any license or rights in the Confidential Information except as expressly set forth herein.

10. Governing Law & Disputes

This Agreement shall be governed by the laws of {{governing_law}}, without regard to conflict-of-law principles. {{#when dispute_method=court}}Any dispute shall be resolved in the courts located in {{dispute_forum}}.{{/when}}{{#when dispute_method=arbitration}}Any dispute shall be resolved by binding arbitration in {{dispute_forum}}.{{/when}}

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

[PARTY A NAME]
Signature: __________________________
Date: ______________

[PARTY B NAME]
Signature: __________________________
Date: ______________

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