Non-Disclosure Agreement (NDA) Template
A mutual confidentiality agreement for business conversations: what's secret, what isn't, how long it stays secret, and what happens if it leaks.
MUTUAL NON-DISCLOSURE AGREEMENT This Agreement is made on between , of , and , of (each a "Party"). 1. PURPOSE. The Parties wish to explore (the "Purpose") and will share confidential information to evaluate it. 2. CONFIDENTIAL INFORMATION means non-public information disclosed by either Party, including business plans, financials, customer lists, technology, and know-how, whether marked confidential or not. 3. EXCLUSIONS. Information is not confidential if it: (a) is or becomes public through no fault of the receiver; (b) was lawfully known before disclosure; (c) is independently developed; or (d) is lawfully received from a third party. 4. OBLIGATIONS. Each Party will: (a) use the other's Confidential Information only for the Purpose; (b) protect it with at least reasonable care; (c) limit access to people who need it and are bound by equivalent obligations; and (d) not disclose it to anyone else without written consent. 5. COMPELLED DISCLOSURE. A Party may disclose information required by law or court order, after giving prompt notice (where lawful) so the other Party can seek protection. 6. TERM. This Agreement lasts years from the date above; confidentiality obligations survive for years after disclosure . 7. RETURN. On request, each Party will return or destroy the other's Confidential Information. 8. NO LICENCE / NO OBLIGATION. Nothing here transfers ownership or obliges either Party to proceed with any transaction. 9. REMEDIES. Breach may cause irreparable harm; the injured Party may seek injunctive relief in addition to other remedies. 10. GOVERNING LAW. Governed by the laws of . SIGNED: _________________________ _________________________ Date: Date:
Using this for something that matters?
This free non-disclosure agreement (nda) covers the standard situation. If real money, property, or an ongoing relationship rides on it, a professionally drafted version, or a quick attorney review of what you've filled in, costs little and removes the guesswork.
Ask any local attorney for a fixed-fee document review, most offer one.
How to use this template
- Mutual NDAs get signed faster than one-way NDAs, even when only one side is really disclosing.
- The exclusions clause (3) is what makes an NDA reasonable and enforceable; NDAs that try to make everything secret forever are the ones courts trim.
- Don't send an NDA before a first coffee chat, it signals mistrust. Send it when real numbers or tech are about to hit the table.
These templates are general forms for informational purposes, not legal advice, and no attorney-client relationship is created by using them. Laws vary by state and country, have a licensed attorney review any document before you rely on it.
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