Delaware Non-Disclosure Agreement (NDA) Template

The template is consistent with Delaware law and protects trade secrets, and is therefore suitable for use in your business and commercial dealings. With this, you can protect sensitive business information and your company's unique intellectual property.

Reference Delaware laws and regulations:

Delaware Uniform Trade Secrets Act (DUTSA)

Delaware Law and NDAs: What You Should Know

Delaware enforces non-disclosure agreements under general contract principles and the Delaware Uniform Trade Secrets Act. Delaware courts are well known for their predictability and strong enforcement of well-drafted business contracts.

To be enforceable under Delaware law, an NDA should:

• Clearly define what constitutes confidential information
• Exclude information that is public, independently developed, or lawfully obtained from other sources
• Limit the use of confidential information to a defined business purpose
• Impose reasonable confidentiality obligations and duration
• Be supported by valid consideration and properly executed by all parties

Delaware law generally favors freedom of contract, but courts will construe, limit, or strike down unreasonable, vague, and overbroad confidentiality provisions.

Important Note

This Delaware Confidentiality and Non-Disclosure Agreement template is a general legal document to be used in a generic Delaware business transaction. For issues involving complex transactions, regulated industries, or disputes, Delaware-licensed attorneys should be consulted.