Business Plan Non-Disclosure Agreement Template

The Business Plan Non-Disclosure Agreement (Business Plan NDA) template is used for protecting the confidential information disclosed during the preparation and presentation of a business plan to a potential investor, partner, adviser, partner, or collaborator․ Under this agreement, the recipient may review a business plan, without disclosing or using the provided information for any other purpose․

The agreement is commonly used amongst startups, entrepreneurs, and companies who are sharing pitch materials, financial projections, business plans, and planned plans in the preliminary stages of a deal․

Key highlights of this template:

• For sharing business plans, pitch decks, and startup roadmaps
• Business-plan-specific definitions, including elements such as pitch decks, models, company financials, roadmaps, and others, narrow down the definition of confidentiality․
• Restricts use of the disclosed information to the evaluation of the potential business relationship.
• Includes reverse engineering restriction for prototypes, models, and software included in the business plan․
• Confidentiality obligations last two years after disclosure, trade secret protection lasts indefinitely․
• Use of feedback: This clause allows the disclosing party to use the feedback provided, which is particularly important for plan reviews and pitch cycles․

The template can be downloaded, customized, and used as a Business Plan NDA in Word, PDF, or editable online formats.

When to Use this Sample Business Plan NDA

Business Plan Non-Disclosure Agreement template helps you protect your business plan or startup idea before you reveal its content․ Consider using it when:

• Pitching a startup business plan to investors
• Sharing a pitch deck with venture capital firms or angel investors
• Talking to potential partners about a new product or business model
• Projections are prepared for advisors or consultants
• Working with developers or contractors on a startup idea
• Exploring joint ventures and planned partnerships aligned with the business plan

Under the agreement, you can present your business idea and others cannot use your idea or disclose the information․

Where It Fits in the Document Hierarchy

This NDA will be your first line of defense whenever you give a business plan to a potential partner, investor, advisor or vendor․

In most situations where discussions go past the initial stages, the NDA is replaced with a broader confidentiality agreement or clauses in a larger agreement (such as investment documents, partnership agreements or master services agreements)․ The template includes clauses that allow for later superseding confidentiality agreements․

It doesn't create a partnership, JV, agency, or commitment to proceed, just governs confidentiality while performing the assessment․

What’s Included in the Business Plan NDA Template

This Business Plan NDA template includes the essential clauses used to protect startup ideas and strategic plans:

• Identification of the disclosing and receiving parties
• Purpose of disclosure for evaluating a business plan or investment opportunity
• Definition of confidential information, including business plans, financials, and technical materials
• Exclusions for publicly available, independently developed, or lawfully obtained information
• Non-use and non-disclosure obligations with a required standard of care
• Permitted disclosures to representatives such as advisors, employees, or financing sources
• Legal disclosure procedures if required by law or court order
• Reverse engineering restriction for prototypes, models, or software
• Residuals clause addressing information retained in memory
• Return or destruction of confidential materials upon request
• Term of the agreement and survival of confidentiality obligations
• Remedies for breach, including injunctive relief
• Export control and legal compliance provisions
• Notices, assignment, governing law, and signature section

How to Write Your Business Plan NDA

To customize the Business Plan Non-Disclosure Agreement template, follow these steps․

1․ Identify the Disclosing and Receiving Parties․

Include the names of the individual or company presenting the business plan and the individual(s) receiving the business plan, their respective official company names, titles and contact information․

Tip: The founder or company will often be the disclosing party when making a startup pitch to investors․

2․ Identify the Purpose of Disclosure

The purpose clause explains the reason for sharing the information with others․ You may clarify the purpose by specifying these or similar activities:

• investment evaluation
• partnership discussions
• planned collaboration
• product development exploration

By specifying a purpose, the recipient is prevented from using the information for other purposes․

3․ Revisit the Definition of Confidential Information

Confidential information includes business plans, financial forecasts, technical data, and intellectual property, broadly defined in the agreement․

This definition may also be expanded to include pitch decks, investor presentations, product roadmap, prototypes or concept products, customer acquisition strategy, etc․ to cover all of the above․

4․ Establish Who May Access the Information

The agreement allows disclosure to representatives who help make the evaluation․ These may include:

• employees involved in analysis
• financial advisors
• attorneys
• potential investors or funding partners․

Representatives should also be subject to similar confidentiality provisions․

5․ Reverse Engineering Clause Review

The template forbids the receiving party from testing, evaluating, or reverse engineering prototypes, models, or software provided in connection with the business plan․

This clause can be especially relevant if the business plan involves a technical demonstration or prototype․

6․ Set the Confidentiality Duration

The term of confidentiality obligations is limited to two years and the protection of trade secrets is indefinite as long as the test of being trade secrets is met․

7․ Customize the Return or Destruction Requirement

The parties can agree that, upon concluding the negotiations, the disclosing party can request the return or destruction of any confidential business information that has been disclosed․

8․ Choose the governing law and jurisdiction

Specify which state or country's laws will apply to the contract and the location of any dispute resolution․

This may be the office from which the disclosing party operates its business or where negotiations occurred․